i really appreciate every ones input on the past post. my problem is solved thanks to your help. i was really just missing one thing- a great mic preamp. that and a little tweaking on the amp. the combination of a universal audio m610 and getting a good sound on tape (er, binary) as opposed to getting a good sound in the room is what pushed me over the edge. first, i kept my rhythm guitar tracks i recorded with the pod as a reference. i stuck a md 421 pointed straight at the cone on my vox ac-15 and turned the treble way down on the vox. i imagine i had to do this because i was getting so much treble from the center of the cone. then i gained the mic way down, which goes against everything ive ever heard about getting a good tubey sound. i played a driving rhythm part on my es, panned it hard left, and then did a picking part on my tele and panned it hard right. i left the mic, mic pre, and amp settings the same for each rhythm track. the result was a crisp, articulate, full bodied guitar tone that sounded strong no matter where you had the fader. for a lead part i added a dab of tremolo, stuck a 57 at the edge of the cone and used a reissue firebird. i plugged my bass directly into the m610 and tweaked the knobs. bam! a great sounding track. the vocals showed unbelievably improvements also. thanks again, s.