This is the kind of post I hate to make because I know the real answer is "listen and decide for yourself" - but I have to special order some mics in and will not be able to A/B them. I'll be using these for lots of applications, but their primary use for me is going to be as drum overheads, that's where they'll live 95% of the time. The XLS is lower priced, and claims to sound just like the B-ULS, and the XL II claims to sound like the C 12 (seems unlikely being so much lower priced). From what I understand, basically the XL II is a lot brighter. I'm leaning towards the XLS, but since I cannot A/B these I would really appreciate some input if anyone has opinions as to which of these mics they prefer for overheads and why so. Any help would be great, this is a scary amount of cash to drop on a pair of mics for me! Also, I'm probably going to buy a pair as 2 seperate mics rather than the matched pair, as there's significant $ savings when buying them individually (seems like the opposite of what most companies do, but whatever). I work for a music equipment retail company and after a lot of talks with reps I've decided I'm not worried about the whole "matched pair" thing, as QC and manufacturing have gotten pretty good with these things and there should be much different about 2 "non-matched" mics. I'm very open to criticism if someone wants to dispute that though, as reps are not always the most honest of people!