I should have listed to myself about the retina. I thought why not upgrade to the retina for my deployment for the next year. The Display is nice, but the 512 GB upgrade compared to my crucial is expensive. The processor speed boost does help on CPU intensive tasks, which I really don't use nowadays. The nVidia was the deal breaker for me. On the Mac side, it may be faster, but the retina resolution kills the fps on games. On the windows side, the ATI on my late 2011 can be overclocked beyond the nVidia (barely) and the resolution also kills the fps again. I just felt like I was spending 3k on a resolution bump in the end and paying on the fps side. With the late 2011 mac, I don't think it is worth upgrading, especially with the major spec bump that model saw. If you had an older macbook, it would probably be worth the upgrade. I'll look again when there's another major spec bump on graphics.