FYI, I think the d-pad on the controller that came with my 360 S has an improved d-pad. It's clickier and you can better feel up/down/left/right. It's not the morphing thing, but it does seem to be improved, at least at first glance. I haven't really put it through it's paces yet in-game, though, so YMMV. The morphing thing is neat, but I'm not crazy about the button color changes, nor the price.