I'm scared I cant think of any reason not to buy it. i have the 17-55 f/2.8 and i love it. Its my walking around lens. But i want a nice portrait lens, and as well something with a bit of reach so i can take better candids of homeless bums and what not. I need the fast glass cause i shoot at night and dont use flash cause i want natural light and to be inconspicuous. But i dont think i'd be able to evr use 1.4 at night cause the DoF is soooo razor thin thats the only thing that scares me. I was also looking at the 105mm F/2.8 http://www.bhphotovideo.com/c/product/424744-USA/Nikon_2160_105mm_f_2_8G_ED_IF_AF_S.html Its got longer range, but i'm afraid it'd be too long for portraiture work in an up close environment. i'm scurred! Also i wanted to get 2 pocket wizards and a Brazillion Dollar Home crumpler bag. sooo... thats like $1500 in toys. Any better suggestions for better use of my money?