I own the AX2 212 and in addition I added the Spider 4x12, although it looks like a 3/4 stack of sort I only use the cabinet and not the amp speakers to maintain 8ohm per ch, I'll be changing the 212 speakers to 2x16ohm so i can wire the cabinet 8ohm and utilize all speakers without messing with the amp load too much, The features you get with the AX2 212 seems endless but i agree when switching from an overdrive channel to clean you get a swell/pop and i always have to palm mute when doing this live, I really like this amp but would be nice if there was some sort of fix for that because i really don't want to switch, plus the foot controller with seperate vol/wah pedals is great, I think if i went to the spider valve I'd just go with the head instead of the combo since i'm already lugging around what i got the 212 combo could take a back seat for a while. will post my comparison here when that happens. Cheers.