I play pretty much only through headphones in my apartment, so I obviously can't get a real tube amp. I have purchased and tried many different amp modelers such as a digitech RP355, pod farm, guitar rig, amplitube, etc... and they all just sound too shitty for my tastes. I have tried to get into the whole custom impulses thing and using lepou plugins, but I just can't seem to get any of it to work properly. So, I think that my only option left is to purchase a POD HD500, or an Axe FX. After reading many reviews and searching the forums, it seems like the Axe FX is the better option (although expensive). What are your opinions? Would either of these be suitable for plugging headphones directly in and jamming? Is there a huge difference in sound between the new Axe FX II and the Axe FX Ultra? Sorry if this has all been discussed before, I just need some direct advice before I spend alot of money. If I do get the Axe FX Ultra or II, I figured I would just grab it through ebay...