I had G2 and G3, and also have FMS. I was really expecting G3 to be a much bigger improvement over my G2, and it wasn't. A buddy wanted a G3, so I sold him mine and kept the G2 and FMS. Still used the G2 more even when I had the G3, so I seen no since in keeping it. Great Planes should have just come up with a Software upgrade for G2. Instead they greedily make you buy a whole other Controller with Software package when they very easily could have just developed and sold you a much cheaper software upgrade to the G2, and continued the use of the G2 controller and forgot about the little reset button on the G3 controller. IMO if you allready have G2, then G3 is a waste of money. If you have no simulator then the G3 would be good to buy if you have a newer computer to run it, so you can enjoy its very few extra features. If you have a little older computer then a good used G2 off the RCU Marketplace would be a better investment IMO. As far as the FMS, who can complain about it? It is a great Freeware Program without the fancy graphics, but it will basically teach you just as much about how how to control an airplane as any of the others. If you are just wanting a basic Sim that lets you stay fresh on the controller, then the FMS is pretty hard to beat. The FMS is also loaded with hundreds of different Planes to Fly.