Thanks all.
Actually - I love the 11R - I sounds killer - and I've barely scratched the surface with it. I had a couple of Axe-Fx's prior - and could never really get them perfect with my rigs the way I wanted - so I used them mainly for the home studio stuff - and their great, just spent more time screwing around with them than playing.
After hearing a few samples of the 11r (and the fact that I use pro tools le already) - for me it was a no brainer - sold off the Axe's - picked up the 11R and haven't looked back since. After freeing up some cash from the pair - I picked up a G-Major II for my live FX (not as nice - and not quite the quality of the Axe - but I mainly use it for a little delay, and every once and a while chorus - and it sounds great for that), the 11R and am upgrading some other things in the studio - more 500 series modules and going to pick up a Apogee Rosetta 800 for converters. With the 11R I can get ideas down quicker - the reamping all in the box is a killer feature - and it sounds great. Actually is good enough that I'm also letting go of my SLO - as this thing is really REALLY close - I figure if I spend a bit more time with it (like I did with the Axe's - had the one for over two years or so) in a mix I really feel like no one will be able to tell the difference between the actual SLO miked and the 11R - plus with the RM20 and RM22 that I have I can use the modules to layer tones too - using the mic eliminator and a line out to my ADA Ampulator - I've got it all covered.
Over all - when I first hooked it up I thought "this stunks, I shouldn't have sold my Axe's" - but after messing with it for a couple of hours - and putting some things down to disk I started to get the hang of it. Like all modelers though you have to spend some time with it to make it work for you. I also think the input with their True Z stuff is killer - really easy to get real great dynamics on the amp models just like in real life - and I'm using my '92 stock SLO as a reference. The Axe was no slouch - but this is just a better fit for me.