Basically.....DAMMIT! I was totally ready to get a white iPad 2 16g in white with a blue smart cover. Then I see that Sam's Club is selling the wifi only Xoom for $539. Granted it's thicker and heavier, it's 32gb with up to 32gb expandable (64gb). Also, I realize there aren't many Honeycomb apps, but I am sure they are coming. I just want to but a device I can sit on couch and use for 4 hrs and not get tired of holding it and it offers everything I need. On the flip side, I HATE apple's locked down, must use iTunes crap!!!!