Yesterday I A/B tested the new JBL S120Pii and other series ii speakers at Best buy. I was able to adjust the settings on the subwoofers and play it loud since the BB rep didn't mind. The difference between the S120 and PB12 wasn't very evident at lower listening levels. It was almost as if they were the same sub. Both had typical clean bass, nothing intense, just there. However, when cranked up, the PB12 couldn't handle some of the deeper and louder bass while the Studio had no problem. I noticed a lot of port air noise in the PB12 at loud volumes. The S12 however had minimal air noise but it was also there. Sort of like a fluttering noise of the port breathing. From a distance (3-5m), the S120 sounded clean and the air noise was greatly reduced. Even at maximum gain, the S120 produced clean bass. At those settings, the smaller PB10 completely bottomed out and sounded messy. Either sub presents a great HT improvement for adding bass to the S312ii and S38ii. Even though the S312 has a 12 inch driver, it does not produce anywhere near the bass the PB and Studio sub adds. When I A/B tested the S312ii and the S38ii, the S312iis sounded significantly better. Highs were crisp, more sound range, and vocals were more defined. For instance, in one song a piano background was barely distinguished in the S38 while in the S312s it was very apparent. I believe this could have been due to the break-in time needed for the S38ii as the demo units are fairly new. The S38ii sounded different than the original S38s I have at home. I will wait a few weeks before I test the S38ii again. I just hope their new S38iis arn't a step down from the originals. I examined the S38ii ports and DID notice a difference in design. The original S38 ports seemed larger on the inside, and towards the inside of the port, the S38s steps into a larger diameter tube. The S38ii however have a port that is smooth all the way through with a thin groove indentation between the 2 port halves. The original S38s produce slight port air noise when they produce a 45hz test tone at 95db. I wonder if the S38ii shows an improvement on port noise or not? I wasn't able to run any tests. The tweeter on the S38ii has more protection bars going across to prevent fingers from fitting in. The S38 has only a single bar protecting it so a finger can easily touch the dome. As for a subs, the new S120 goes for about $400 new, while the PB12 goes for $300. I do believe it is worth it if you want your sub to be loud as the S120 could get noticeably louder while staying clean even at maximum gain. The S120 can hit slightly deeper notes and the design looks a lot more professional. IMO, Due to the looks, lower frequency response and louder/cleaner output that extra $100 seems well justified. btw, I already bought a tempest so this review was just to compare 2 subs I'll probably never buy.