I plugged in the amp and it sounded rather fake and i was displeased. But I let it warm up for awhile and read the instructions and found out the settings I tested it on were not set right. Seems you either need the preset or one of the channels (1 or 2) on. At first try, I had neither. After it warmed up and I got to twisting knobs, I got a damn good sound out of it. Better, much better. As far as modeling, the Line 6 Flextone III XL smokes it, but these are my initial feelings and will give it a chance (of course). Hey Spunky, I got a pile of never used Mesa Boogie tubes here. Do you think these will work well?