#1 - the live tiles are FUGLY as hell. Completely flat, horrible color choices that make it appear like a real Fisher Price UI designed for retarded kids. #2 - the app store is a clusterfreak of epic proportions. Poorly laid out and with terrible discovery for the FEW good apps that are there. #3 - the apps all look the same - sparse with the same rectangular blocks. Does the WinRT UI toolkit even allow creative people to make a Windows 8 app look good? Bottom line is UI is king, UI is what sells. It doesn't matter all the great "under the hood" improvement Windows 8 has if the UI is a deal-breaker.