Hi Mayhem. Pro will connect you to more ultrapeers if you cannect as a leef .. 5 as opposed to 3 for basic, and downloading from multiple hosts allows you to download from 10 instead of 8. These will in theory give better search results and download times. The difference is not hugely dramatic, but if monitored closely will clearly be seen There are many differing opinions on how much better pro is than basic, I personally believe it is better, and I am happy to pay the $18.88 if only to contribute to the development costs of Limewire and get rid of the pro upgrade reminder