Hey there! My bandmate just got his Axe-II rig together and we spent this day A/B'ing these two out. My honest opinion is that the Axe-II is more direct sounding out of the box. The pick attack is very fast and it feels more like a real amp. That does not mean either sounds better than the other though. Here's a video we made using the same amp models and cabinet model. Bare in mind that neither unit is performing at their best in this video. Now... once you've seen that and thought what ever you thought about which has better modeling etc. take a listen to these two clips where the only difference is the modeling, dynamics and playing style. The Ultra was matched to have the same spectrum with the Axe-II: ... and tell me which one was first, Ultra or II? FEEDBACK!!