I could have upgraded my Thunderbolt to the Bionic but I decided that it wasn't worth all the hassle. The Bionic is a darn nice phone and probably the "best" 4G phone VZW has on the market right now. The TB has some advantages although overall I think that the Bionic is just a next generation phone. That said, I was not impressed enough to want to keep it and be locked into a long contract. The deciding factor was the 1 year contract I have with my Thunderbolt and the fact that I'm down to 5 months and change if I want to upgrade my phone. Some factors were: 1 - Bionic not a world phone. Not for everyone but I need more options. 2 - Bionic not a good enough upgrade to add 1.5 years to the end my existing contract. Better to wait 5 months since my 4G device is currently excellent as is, even if not as full featured as the Bionic. Apparently I was one of the last few to get a one year deal. 3 - The screen is very good but it appears that the next generation will really have what I want - the high res screen along with what will probably be batteries the right size to power it. The current battery is excellent for calls but is middling for 4G usage. I'd have to use the extended battery no matter which way you go. 4 - Moto cameras suck. Every device I've owned, that was the weak spot. The Bionic is "OK" but not great. Having had no camera with me on several occasions and getting gorgeous TB pictures, I'd have to say that I'm grateful for a good digital camera on the phone. I think the Bionic is awesome. If there was a choice between the two it's clear that the Bionic is next gen. It just depends upon what it's worth to you. For most purposes, I'm not sure that the Bionic is a huge upgrade but it is a noticeable one, e.g. HDMI out (TB blew it on this one), far better stock battery, faster processor, higher resolution screen, a little lighter and sleeker. The question is how long will it stand the test of time if you have a choice in six months. In the phone world, progress seems to be happening at lightning speed. For me it paid to wait. Still doesn't take away that it's an excellent phone.