Pro10is has given the actual upgrades for the RS-S, broken down the Fox shocks offer a substantial improvement in handling;every other component works to create a sportier image, but does not alter performance. The upgrades are well worth the expense (around $1800 over the RS) if you consider what they would cost to add later. However, I decided to buy an RS and add the Fox shocks (less than $500) and with the difference I bought the BRP touring windshield, passenger backrest, and 1" riser. I loved the basic black look anyway and I knew my options were changes I really wanted. To emphasize, this is not to take anything away from the RS-S package which definitely hits a home run when it comes to an aggresive, sporty appearance at a very reasonable price, just to say there are a lot of options available to personalize an RS, which may or may not be a higher priority for you.