Had the same thoughts as you, but I was forced to make the switch from 12 to 13. At first, I upgraded HF2Ultimate to HF3Pro because of OpenFX compatibility. When I tried to open HF3pro in Vegas 12, It would revert back to HF2 which is not OpenFx compatible. So it was a necessary upgrade. Beside lacking new features, you do gain some new plugins… Newbluefx Ess V6 retailed at $130 and Izotope Nectar Element in which I can use in Avid Pro-tool retailed at $100.