I liked my Zoom H2 audio recorder, although due to the lightweight plastic a tiny bit came loose from the memory card cover and had to be glued back on (Zoom doesn't seem to to offer a replacement). The Zoom Q3 cost me about the same price and claimed to have mics to match the excellent Zoom H4n recorder, so I took a bite. Those are the observations. Pros: 1. Records movies at the level of the early Flip camcorders a few years ago. 2. Controlling a camera or recording device is easier to use than any of Zoom's audio recorders thanks to more modern switches (as opposed to multi-function "push points" under the skin-like surface). 3. The sound quality is very good and you can switch to sound only mode. 4. The device is very light and compact. Cons: 1. Setting up the camera requires formatting an SD card (starting with the stingy 2GB Zoom card) with both a computer and the camera itself - more hassle than a digital audio recorder. 2. The build quality is almost the same as the Zoom H2 - for example, easily breakable plastic covering the memory card. 3. No viewfinder. When someone tried to record and film me at a concert, they had to stop because the lit screen was distracting the audience seated behind the Zoom user. They then switched to audio mode and simply carried the zoom on their laps. 5. The user recorded at maximum bitrates and got no more than 2 hours from an 8GB card. 6. It works great as a digital voice recorder, but it's definitely tasteless even without a backlight. So if you are mainly interested in covert recording, pay attention to Zoom H2n. I figured this device would save you the hassle of carrying around both the Zoom H2 and Canon SD-780. Now I'm less sure the Q3 is a good fit to replace both.