1 BuddyHollywood 6 months ago A few weeks ago I was playing my Duo Jet on a Saturday night through my Carvin Bel Air 2 X 12, 50 watt amp and what I thought was the lowest possible volume. I failed and woke up my wife. I was immediately on the hunt for a headphone amp. I've had the Vox headphone amps that plug directly into your guitar and was never completely satisfied. I started my search for a Fender Frontman and a Fender Mustang modeling amp, both of which I used to own but was also never completely satisfied with. I love tubes! Then I remembered my brother raving about his Boss Katana and my guitar player friend raving about his Randall from the 1990s. Both of these amps are solid state but somehow through their design deliver a natural tube like saturation without digital modeling. I went on YouTube and looked around for a version of that technology in a small amp. I checked out a bunch of clips of the best mini amps and narrowed it down to the Yamaha THRs, the Boss Katana Mini and the Blackstar Fly 3. I heard the tone I was looking for most in the Blackstar Fly 3. It has a great clean sound, has a natural sounding overdrive and is focused on strong mids, not ultra lows and metal distortion. I found one used for $40 + tax and shipping on Guitar Center's website and ordered it. It arrived at my door today.It has to be one of the best $40 I’ve ever spent on anything. It's used but it appears to be in great condition. It sounds really, really, really good! I put it on top of my bongos so you can see how small it is. I can’t believe it. This amp is not a toy. The little speaker doesn’t sound little at all. It sounds like a big amp and with 3 watts it’s still too loud if I turn it up the whole way in my apartment. With headphones on it sounds huge and great. It has a built in delay but if you turn the delay level all the way up and turn the delay time all the way down it gives you a natural sounding room style reverb. I don’t know how they make these things but I’m impressed. You could literally record an album with one of these.