Suggestion: For that great crunchy, maxed out Fender tube amp rhythm tone, or for great sounding overdriven leads, forget about the POD. I've tried everthing with a POD and the POD 2.0 (including front ending a great amp, and even going through the effects return on another), and zilch. What kind of music are you playing ? 1) For a great slammin' blues/rock tone, mic a 15 watt Fender Blues Jr, with the volume at about 6-7. Through a great overdrive pedal (that does not squash the signal) in front for leads and you will find yourself in Derek and the Dominoes, Duane Allman territory. 2) If, due to volume considerations, you just can't mic an amp, consider a Palmer speaker simulator (e.g. the PG04 with the built in load box), crank your amp, go through the simulator, and record direct. A bit of compression can help smooth out the sound. Old MXR Dyna Comp pedals are cool, as are the Joe Meek mic pre/compressor units. 3) If you need more of a cranked Marshall tone, consider the programmable Marshall JMP rack unit (with tube pre-amp section). Note: the clean tones are extremely weak, except some settings do give super clean, trebly tones that can be cool with effects, such as chorusing - especiall chorusing. Note also, that the JMP can be played in stereo. While it's not the same as miking a cranked old Marshall, it does have the capability of giving you some big tones if you play around with the pre-sets. I also found that by running my Strat through my old MXR Dyna Comp first (just a hint of compression with some volume gain), then into the JMP, it helped add punch and smooth out some of the graininess present in some of the tones. Then, go out stereo into two separate channels. Also kinda cool, run from the JMP into a stereo effects processor (even a simple Alesis Quadraverb - simulated stereo) and add some effect(s) - - e.g. a bit of chorus on it, then into the two separate channels on your recorder. Gutter Pup