I was waiting to upgrade from a 2G ipod touch till the ipod touch got a camera like the iPhone. I thought the iPod 4G looked perfect on paper: retina display, front and back cameras, new iOS... unfortunately, I have been disappointed after using now for a while. The main reasons I am disappointed are driven by design tradeoffs/compromises that Apple made so that the iPod would be much thinner than the new iPhone. Let me count the ways: 1) Too thin -- actually not as comfortable to hold. The iPhone is plenty thin and small. 2) Volume rocker / power switches are on the beveled edge of the device, making it much harder to press compared to previous generations. Who would think this is an improvement? 3) Rear camera is way inferior to the iPhone, and most other cell phones. HD video is a nice feature, but low-light quality is very poor. Less than 1MP for still photos is sub-par. 4) Styling. Personal preference of course, but I think the new iPhone looks awesome with the flat front, back, and sides. Did I mention more comfortable to hold? 5) Ear buds don't include the pause/volume control. This should really be standard when you don't otherwise have physical buttons for these. I know others have mentioned these things, I'm not saying the iPod touch is terrible, but I wonder how many people would have rather be using an iPhone without the phone.