Let me ask you a question: If I took an old laptop running windows XP and put the insides in a new shiny sleek case, is it an upgrade? What if I take the case and put an intel core i7 in there, new ram, etc? Is that an upgrade? Even though the laptop looks the same? Look I'm just as disappointed as anyone there was not a significant exterior redesign. but keep in mind that the chips inside don't know they are inside a case that looks the same as last years. They're just focused on doing what they're made to do: Kick ass processing power. The 4S is a huge upgrade, similar to how the 3GS was a massive upgrade. The 3GS is still kicking today because it was such a leap forward, and it runs iOS5 flawlessly. The iPhone 4 and 3GS are almost identical capability wise. The 4S is in another category completely (Major architecture and capability advancements). Remember Apple keeps giving you more and more features as time goes on, and the phones with the capability to run the new stuff get updated.