I'm looking to sell my premium and get an elite...and a friend of mine would rather buy a new Arcade than my Premium with 20 downloaded games and 2 controllers. (same price)

All he cares about is Rockaband, guitar hero and few Xbox live games so he thinks he doesn't need harddrive and olnie features...but once I tell him Rockband downloadable tracks will not be available to him, im sure he will change his mind.

^^^^^If your friend is interested in Rock Band then he should get a 360 with a HDD because he will want to download some more songs for it.

You're the guy that the 360 Arcade was designed for. I have a friend who has one. He doesn't know what he's missing, and he doesn't care. Buy the Arcade. If you want to power up your system later own, you have the option.

With unplayable I mean, that there are so many Pop-Ins, that the fun factor is close to zero.

I'm an active member of a Xbox360 forum, where several gamers had Pop-In issues in GTA IV. All of these persons had a 360 Arcade and after they've bought a HDD everything was fine.

I have a Premium 360 and I myself have seen a lot of pop-ins (which were mentioned by many reviewers)... Also, I've never seen anyone claiming that GTAIV uses a hard-drive (except on the PS3).

Where do the pop-in's occur?

I've only ever seen stuff far in the distance popping in when I'm in a helicopter.

If you get the Elite you can transfer your profile/downloaded games over to the new HD by requesting the cable from MS. That's what I did when I bought the Elite to replace my old Core w/20gb hd.

To the OP: The arcade sounds like the perfect model for you. It comes w/the wireless controller and a memory card for game saves and even includes some free XBLA games. (The old Core 360 came with a wired controller, no memory card, and no XBLA games :( ) You should definitely pick it up and like others have said if you really want the HD later you can always pick up a used one off of Ebay or something. :)

When I'm driving around, I see a lot of vegetation popping in. Buildings in the distance often pop-in too.

It's not really annoying, and not nearly as big a deal as PS3 fanboys were making it seem like when the reviews started appearing, but I see pop-ins almost every time I play the game.

I'd get a premium. You get a HD, Headset, Backwards compatibility (which HD is for), Component HD cables. All for $70 dollars more which I think is a good deal.

Arcade might suit you better, but you will miss out on a better deal. If you have a HDTV, component cables will help. I'd say the main reason to get a xbox 360 is because of xbox live. If you plan nvr to go online, the online experience will be a big opportunity to miss out on. You can still get xbox live silver , which is free, and not play online games but still wait a week and download demos and videos from xbox live.

So it's your choice, I think the arcade isn't worth it and the premium is a better deal even though you don't need the features. But it could come ahndy one day if u decide to change your mind.

Thats what I'll do. I can also re-downlaod them on the elite and leave it for my freind as he can play them on a different profile on that machine.

Ill have to play them on the elite while I'm signed in only but oh well...