Sorry if I came off short with my previous response. When I bought the first Rebel 500, I had NOT been looking for a bike but I saw an ad for it and thought it was a great looking bike - so different than anything out there. I'd been without a bike for a year or two before that and couldn't resist it. I really enjoyed the Rebel but it was just a tad uncomfortable and I saw the S and viewed it as an upgraded Rebel (tachometer, gear indicator, adjustable levers, forward riding position etc.). The Vulcan is a nice bike but then I wanted a more traditional V-Twin cruiser so I went for the Shadow and I got it for a decent price. What I missed most about the Rebel was the quickness, flickability, looks and above all, this community. I still love the laid-back feel of the Shadow but the Rebel is just so versatile and FUN. The Rebel is still a little uncomfortable for longer rides but I'm hoping a Mustang seat on order will make a bit of a difference (I have a Corbin seat but it sits down low so my knees are up in the air). They each have their place.