I have done a lot of research over the past week. Probably the past couple weeks, actually. If Amazon and KEH are any indication, I should be able to get $600-$700 for my S3, but I'll still be paying at least $400-$500 out of pocket for the D300. I apologize for adding another "What Should I Buy?" thread to the pile, but before I shell out that kind of cash, I figured it would be wise to get the input of some knowledgeable people. Right now, my subjects are pretty variable. I do tend to prefer portraits/people pictures, but I've been experimenting more with landscapes and environmental photography lately. I'm working on building a portfolio, and I'd like to show some versatility. I'm a photography major with plans to pursue photojournalism/editorial photography, but right now, I just want a camera that isn't going to limit me. I know the Fuji pro cameras are unique in their wide dynamic range and are supposed to be especially well suited to rendering skin tones. Maybe it's bad lighting, but I've noticed noise in shadows even at lower ISO values (400-800). I do plan on investing in lighting soon, but I'd rather not have to worry about noise when I have to bump up the ISO. From what I've read, the D300 has excellent images straight from the camera and good dynamic range. I'd still be losing a couple stops of dynamic range in the upgrade, but would I see a significant improvement in noise reduction? I guess I'm asking if I'm going to a significant improvement in the quality of my images or if it's just going to be an improvement in speed (the S3 is great, but the damn thing is frustratingly slow) and resolution. A higher resolution would be great too, believe me, but that's $500 I could spend on faster lenses or lighting. Any advice would be much appreciated. Thanks all.