So I've been shooting an E-P1 exclusively for the last two years. I've been using the Kit collapsable lens, the 17mm pancake, and the 4/3 40-150 with an adapter. Over the last two years, I've found that I really do like the images the camera makes. Most of my quibbles about the camera over the last two years have been mainly tied to the slow AF and ergonomic issues. My hand cramps and gets tired after long use with the E-P1. I have a large hand and there just isn't enough grip for my beefy hands to get comfortable with. I've also been having issues with the E-P1 just stop doing live view and AF. I love the verticle thumbdial and the overall operational side of the camera. When the E-P3 came out, I thought, this will be my next camera. As the E-PL2 prices were starting to fall, I started to look at what the E-P3 offer at the current price versus the bargain basement prices of the E-PL2. For the price of the E-PL2 and a 20mm(which I desperatly need to get), we are pushing the current E-P3 price territory. So this time I decided not to be an early adopter, and take advantage of E-PL2 closeouts. Keep in mind I know I am giving up the nice touch screen and the blazing AF. My main motivation for purchasing the E-PL2 in general are as follows: less expensive than E-P3, added VF-2/3 functionality compared to the E-P1, built in flash, better grip for me, and supposedly better screen(I'll get to that in a minute). I ended up getting a red E-PL2 with the 14-42 II kit lens. Lets get to my thoughts: Build Quality The E-PL2 is not as well built as the E-P1. The E-P1 has less "pieces" and less visable seams than the E-PL2. I'm really not that worried about it, but there is a cheaper feel to the E-PL2 in overall build. There are several metal screws in the sides and things that just doesn't give the camera an upscale feel like the E-P1. I will say that the grip however is built nicely into the camera. The plastic and finishes seem durable enough. On the outside of the E-P1, there are plenty of scratches in the metal skin. Time will tell on how well the E-PL2 will hold up compared to my E-P1. The camera overall feels a tad lighter, which may or may not be important. Ergonomics For me, this is a huge step forward and a small step back. The grip for my beefy hands makes a world of difference in overall shooting comfort. The other nice thing is that since the camera is a tad bit shorter, there doesn't seem to be as much weight at the lens side of the camera. This camera is for me, a joy to use with any of the lenses I have. The main control dial is exactly like it is on the E-P1 except for the 4 way controller has a little different functionality. What I have done is assigned the flash button to be ISO instead. I rarely use flash, but I like the option of it. The small step back is the lack of verticle thumbwheel. In A mode which I use 75 percent of the time. the verticle thumbwheel gets used for exposure compensation, which I do use a good bit. The extra step involved with the E-PL2 is hitting the up arrow on the thumb wheel, change exposure compensation, and then hit OK. I have found that I don't have to hit OK to hold the exposure compensation, that I can take a picture before hitting OK. The only issue here is that while in the exposure compensation "mode", it can easily be changed by knocking the wheel which may or may not be ideal. Something I'd also like to mention which may or may not be important to some, is the mode dial. On the E-p1 its on the left side and recessed. Turning it requires at least for me to use a thumbnail to turn it. The mode dial on the E-PL2 is on the top and easy to turn. Now I don't use it much, but it is easy to change between A and S modes which I do on occasion. For the most part, the ergonomics seem fine to me, if not an improvement over the E-P1. LCD Screen So why am I dedicating a whole section to the LCD screen? Well, when the E-P1 first came out many folks slammed its lower resolution and how it was unusable. In my 2 years with the E-P1, I have found that the LCD screen on the E-P1 was very accurate in terms of exposure, white balance, and overall representation of the final image on my monitor at home. The only time I thought it suffered was in bright conditions when one has to just trust their experiences to know what the camera is going to record when taking the shot. The lower resolution wasn't too much of an issue for me because when reviewing images I could just zoom in. For those doing lots of manual focus or legacy lenses, I coudl see it as an issue. The E-PL2 screen is a good bit different. Lets talk about the bad qualities first. There seems to be a thick plastic protector over the actual Screen which as AR properties. The problem with this thicker plastic is that when viewing the screen even remotely off angle, there is actually an almost double reflection coming from the screen. The aperature numbers almost look doubled on the screen because of the gap between the main screen and the plastic overlay. The E-P1 does not have this type of screen. The overall viewing angle is a little better than the E-P1, though. The other big issue I've found is that in contrasty situations, the LCD screen is prone to blooming. Basically, areas that are bright white will bleed over into other areas of the image. I first thought it was the camera over exposing(I'll touch on this later too), but I found in practice that it's just bright areas of the image bleeding into other areas. Turning down the brightness of the screen helped a little bit, but this makes the screen almost unusuable in moderate light. This is something I am going ot have to deal with: trust my experience and histogram and ignore the screen. This does make images look worse during playback. On the E-P1, during playback, I could tell if an image was a keeper or not, other than critical focus. Not always the case with the E-PL2. I'm not sure if it's a quality of the screen itself or the software driving the screen, but this screen seems biased towards showing shadows and blooming the highlights in comparison to the actual image recorded. The good news is that there is significantly more detail visible with this screen over the E-P1. It also renders shadows a little better than the screen on the E-P1. Performance The AF seems much quicker than the E-P1 with its kit lens. Even when putting the new MKII kit lens on the E-P1, the E-PL2 was still a touch faster. The 17mm on both cameras seemed about the same, but in low light the E-PL2 did less hunting. Using the 4/3 40-150 also seemed a touch quicker with less hunting. The black out time seemed similar between each camera, but the E-PL2 does come up from start a touch faster. The one thing I noticed however was that when focusing on a subject that is close to the "close focus distance" of the new kit lens, the E-PL2 couldn't always obtain lock, even in good light, requireing manual focus, yet it could on the E-P1 with the same lens. I think Olympus tweeked the overall AF algorithm of the E-PL2, overall for the better. Image Quality My initial impressions of the image quality so far are pretty good. I'm a jpeg shooter mostly. I'll run through some of the issues first: 1. Over exposure. It really seems to me that the new metering with the E-PL2 tends to overexpose, with the same settings as the E-P1. In a high contrast environment, it seemed to me that to get a similar histogram/exposure of a scene I was shooting at .7EV with the E-PL2 and -.3EV with the E-P1. This was using the ESP metering. This issue I think exacperated the LCD issues I was having at first. 2. Color modes: The "Natural" jpeg color mode on the E-P1 is not the same as the "natural" on the E-PL2. I was able to confirm that the E-P1 has a different natural setting than the E-PL1 on dpreview's review color comparometer. I figured the E-PL1 natural mode was rolled into the E-PL2. Basically, the natural mode on the E-P1 does tend to have more of a yellow cast in all shooting situations, and the E-PL2 doesn't, which leaves the E-PL2 images sometimes a pinch too red(not always). I also noticed that the contrast set at 0 for jpeg in natural mode on the E-PL2 is closer to contrast value set at +1 or +2 for the E-P1. My feeling on this is why change something that worked so well. It appears that the "Natural mode" in my research changed from the E-P2 to the E-PL1. My current shooting mode right now with the E-PL2 is IEnhance with effect set on low. We will see how it goes. Now to the good stuff: White Balance: In general, more accurate than the E-P1, especially in low light or incandecent situations. Sharpness: There is a noticeable sharpness in the E-PL2 jpegs just not there in the E-P1. This could be due to the new kit lens, but more than likely, the weaker AA filter in the E-PL2. Noise: With the E-P1 in jpeg mode with NR set to normal, I found that ISO 1600 was the limit, and sometimes even those I found unusable unless shooting RAW. I could in some cases get ISO 3200 with good light to work in RAW. The E-PL2 is slightly better, but not much or any measurable means. It appears that the weaker AA filter gives a sharper file at higher ISOs as well, so there might be a little more to work with, especially in RAW. MK II kit lens The only "con" so far I've found is that its about 7mm longer than the previous version. This does make a little more challenging fitting the camera into a jacket pocket. I find it overall better to use than the previous version, and its sharper at the wider end. I like the not rotating front element. There is also a lot less slop in the lens too. When zooming in and out, it is much smoother through the entire range than the MK I. AF is much faster with the MK II lens. Overall, I'm pretty happy with the camera. I'm still playing with it and I haven't had but only a few opporotunities to really take pictures with it.