For C++ the ability to easily debug when using STL containers like std::vector and std::deque made it worth upgrading to VS2005! Unfortunatley stepping in the debugger is painfully slow from one line to the next which makes walking through a for loop ridiculously long. But overall I'm saving debug time by finally being able to see into and traverse a std::vector while in the debugger just by hovering over it. As far as Intellisense goes, I installed Visual Assist X and never looked back. Very pleased overall with the upgrade but I can't wait for the SP and I hope it speeds up debug stepping. robo