Like many here, I come from a diverse camera background. My current camera is a Canon S90, which is capable of pretty decent images for the form factor. In a juxtaposition of extremes, my camera bag prior to that contained a 5DII, 1DIV and 1DsIII with a myriad of lenses, studio gear, etc. After a divorce, lost half of that, and just didn't feel like shooting for quite a while or having "big" cameras. Bought the S90 to have something, and I've just given that to my new wife, so with plans of an immediate family, I'm looking for better image quality and throw it in a diaper bag versatility to go with the S90 pocket cam. I can pick up a left over new GF-2 for $500 with the 14, or go with the E-PL3 for around $650. I've tried the GF-2 and I like it, but I'm a little disappointed with the jpeg quality compared to the S90 at base ISO's. Certainly at 800 the difference is far more noticeable, but I keep seeing and hearing how superior the Oly jpeg engine is. To be honest I intend to use either with the new Panny pancake zoom most of the time as that's the size and versatility I'm looking for, and maybe occasionally the 45 1.8 since one of my favorite Canon lenses was the 85 1.8. I like the "bounce flash" trick with the GF-2, which I think I would lose with the E-PL3, but I keep thinking I should ignore the slightly higher cost of the Oly and go with it due to the better image quality. So all that said, I'm sure I'm missing things coming late to the mirrorless game, so should I be giving more credit to the GF2? Will probably shoot some video once the baby arrives, and I'm not educated enough to know if there are differences there I should be factoring in, but I'm open to opinions and advice.