The Carl Martin Panama Overdrive, cool anodized case and that awesome Carl Martin DC/DC converter circuitry which allows the pedal to run with +-12V internally which means better parts and better sound. Gain Level and Tone controls along with the new Damping control, head mounted input/outputs and 9V DC input which requires a regular 9V 100mA external power supply and the new small footprint. Bigger sound, bigger tone, all analog, all Carl Martin!