I'm sure I'm going to be labeled a nut, get a lot of people laughing at me, and even a few tl;dr's, but for the rest of you, allow me to explain why. Though I don't think it makes a difference, but for the record I'm comparing against the X-box 360 version. Also, as a reminder, this is all personal opinion, not fact. 1. Story. I actually like the flow of the DS games story quite a bit more. While both games hit most of the notes the same, there are a few variations and I think the DS game does a better job overall. For example, in the Decepticon campaign, after you fight Starscream (To which he pleads mercy and calls Megatron "Master" to be spared,) and get your hands on the Dark Energon, they return to a safe location with test subjects to experiment on what exactly Dark Energon does to a Cybertronian. The Decepticons return to Kaon Prison, with Soundwave testing on the prisoners. After about a dozen failed experiments, Soundwave has a success and has Dark Energon supersoldiers. In the premium system for any who don't know, Megatron just tosses himself into the Dark Energon at the station and comes out Godhaxxed. While that's one example, there are many in both campaigns, both big and small. All of them I feel the DS does the better job of telling the story. 2. Boss Battles. The DS actually has some. Seriously, there are boss battles against name Transformers throughout the campaigns. Decepticons face Jetfire, Starscream, Ironhide, Silverbolt, Zeta Prime, Cliffjumper, Jetfire (again), and Omega Supreme. Autobots face Dirge, Onslaught, Brawl, A contaminated Swoop, and Trypticon. In regards to Omega Supreme and Trypticon, you actually fight them. Not sabotage their energon or cooling blocks, but really fight them. That's just in the campaigns. There are more in The Arena, but I'll get to that later. 3. Character Selection and Cast Size. In the DS version, you can play as any two characters you want in any mission. You want to play as Megatron/Optimus Prime in every mission, you can. On top of that, you've got more characters that you can play as. Some extras including Ramjet, Dirge, Cyclonus, Motormaster, Dragstrip, Onslaught, Shockwave (Yes, fully playable everywhere!), Ultra Magnus, Jazz (Yes, fully playable everywhere!), Hot Rod, Grimlock, and Swoop. Slipstream, Arcee, and Demlosher are currently the only ones the DS lacks. 4. Character Leveling and Special Powers. The DS game has Tech Specs and uses it as the basis of a RPG light system. Endurance, Strength, Regeneration, Firepower, and Skill. Characters get XP by killing and finding secrets/energon cubes, leveling up as they proceed, up to level 20. While each character can only upgrade 3 of those tech specs (which three vary by character and class), after you select your two players, you select a data disk which adds 4 tech points to both characters. Furthermore, at certain levels within a discipline, characters gain special abilities (Megatron gains the special ability to Ground Pound at END 5, for example). This, along with base character differences mean that it's not just choosing which "skin" I want my class to have, but they result in very different characters. For another example, Dragstrip is a light car who has a 10 in Firepower, doing two types of damage at the same time with his duel wielding pistols. Breakdown on the other hand is a light car who has a 10 in strength, doing two types of damage at the same time with his duel maces (I should mention there's a much stronger element of Melee combat in this game). They're both cars, they both have high regen as well, but they're both suited to very different situations (and they actually work very well together). There are many, many character abilties, ranging from extra health and weapon power, to special moves, critical hits, and more. In addition to special powers, some characters have other extras, such as duel wielding weapons, a shield that can absorb damage, and so forth that further distinguish them from others in their class. Data Disks are found in the levels in the story, the arena, and the bonus missions and each does a different amount of tech spec bonus in different areas. One may add 4 Firepower to both players, another adding 2 to Endurance, 1 to regen, 1 to skill for the four points it gives both bots. 5. Recharging Health and Ammo. This is probably more me then most of my reasons, but in the DS game your character has their signature weapons and that's what they use. Megatron only uses his fusion cannon, Prime his Ion gun, etc. They don't have to worry about running out of ammo or finding a better gun, or gun types. They can also go from sparks of health back to full health simply by waiting it out. Thanks to the fact that's 2 bots/cons at the same time and you can swap between them; you can swap your damaged character out and let him regen while you fight on with your second character. I'll admit, I don't like having to scavenge for ammo, pretty much ever, but especially in a Transformers game. Plus if they can find bigger and more powerful guns, why don't the characters use those instead? 6. Reasons to use Alt Mode. One of the things that really annoyed me was that in the X-box 360 out of the forced air/space levels, there really wasn't a reason to use your alt mode other then when you're low on ammo or to traverse big areas. In the DS versions, there are areas where certain types have it easier then the others, but there are also areas where only a certain type can access. A small hole that only a car can slide under, a wall that only a heavy type can batter down, or areas up high where only a flier can reach. On top of that, there's a system I haven't talked about in the DS versions where everything is weak against one of three types of weapons, solid based, laser based, or plasma based. Everyone does all three types of damage in alt mode. So you use your alt mode to fight, to get from point A to point B quickly, to take advantage of the terrain, and to access secrets/energon cubes in the DS game, where a skilled enough player could probably play the Premium version with a very minimal amount of Transforming, which just seems wrong in a TF game. 7. More Stages. It's really hard to compare game sizes. It really is. However, just on the options, there are 2 more missions per campaign and thirty Arena missions beyond that of the premium system storyline. Granted the Premium systems likely have larger stages as a whole, some of the DS stages feel very big as well. Then on top of that, each version has four missions from the other campaign on it to boot. 8. The Arena. Five sets of six locale themed missions for a total of 30 missions that can be played at any time (but must be played in order to unlock them the first time through) with either your Autobots or Decepticons (both versions have the full cast) to do outside of the main story missions. These range from racing, protecting a downed foe, surviving wave after wave of enemies, planting explosives, and fighting new extra boss battles. Each of the 10 boss battles is a named Transformer and after you beat them, you unlock them for use (five cons, five bots). 9. Replayability without going online. Between The Arena, leveling up different combinations of characters, finding all the disks/characters, there are a lot of reasons for me to keep playing the game and it's worked. In addition, I've been finding it fun to use different combinations of warriors to see who works well together and who doesn't and where. Playing today unlocked Grimlocks last special abilty. I'm currently working on getting my current team of Motormaster and Breakdown to level 20. 10. Incidentals Voice Acting. This is really minor, but sometimes it's the little things. There's the little snippets of dialogue, like when you choose Hot Rod and one of the sayings he has is, "With my luck, I'll get partnered with Kup!", or when you swap to Megatron during the game and he proclaims, "Must I do everything myself!" I'll admit I seem to have a bit of a pet peeve with the premium voice acting, like Megatrons death threats to characters who annoy him and some of the other tidbits of dialogue. Then there's the whole exchange between Grimlock and Optimus after Swoop has been rescued that's just hilarious. 11. "Immediate" multiplayer. This one I know will be a hot button issue due to there not being an online option for the DS, as well as the somewhat unique circumstances of my friends, but yesterday I had my gaming group over and we actually all played the game against one another. Unless somehow I'm missing it, there's no way for several people to play together in the same room without having multiple setups. The game isn't without its drawbacks. There are very few cutscenes. Most of the narrative doesn't have voice acting, such as mission briefs (due to the character selection, it can change who gives it, so it makes sense as to why, but still it's missed), and a few other minor things as well. Now, I'm not proclaiming that the premium systems are "teh sucks!" or anything like that. There are several areas that the Premium does excel. It's by far a more visually beautiful game. (Duh!) Many of the levels feel and are a lot more open. It's not just your player(s) versus everyone in the level, it feels more like a War. There are a lot more enemy soldiers (generic Autobots in the Decepticons and vice versa) and far fewer drones. (Though this can be a bit of a double edged sword in itself.) You can strafe in vehicle mode. You can hover in robot mode. Overall, I prefer the DS game. Not trying to change anyones mind, but if you're considering giving the DS version a try and like some of the above mentioned points, consider giving the game a chance.