I need to play with headphones at night.
My headphones are pretty good around $50.
I tried a pocket pod and it's ok.

Would the PODxt sound much better???
I would also like to USB record with it.
Or do I need to look at diff headphones?

I run my POD XT Live through a pair of Senheiser studio headphones (about $120 at Best Buy) and it sounds really good. Headphone quality has a huge impact on these. I've tried several cheaper ones and eventually dropped some cash on a good pair.

All of these Line6 devices are pretty much the same in my opinion. I had the GuitarPort before I got my XT Live and the tech was virtually the same, just bundled in a different piece of hardware. In fact, the XT came with the FX Junkie pack free, where I had to buy that same pack for 30$ I think for my GuitarPort. Same software interface and everything.

I run my XT through a USB connection and record through Audacity. Since the Line6 device acts as your soundcard when it's turned on, it makes it easy to setup.

Here's a vid using everything I mentioned here:

Cool, thanks. Great sounding video.

Do you think the Sennheiser HD-280 or
Sennheiser HD-555 would be better?

Is the xt vs. xt live just the
bean shape vs. pedal shape?
Mine are the 280 model. I don't know about the 555. Looks like both are similar in price at $100 or so. The 280 is extremely comfortable.

It does have its limits on how loud you play through them, though. You can overwhelm them with volume to a point where it degrades the sound quality, but the level you can play them at without that occurring is perfectly acceptable as it is. Let's face it, you don't use headphones to shake the windows or impress a crowd, so it's a moot point anyway.

You're correct about the difference between PODs. Live is the floor version with pedals.

xt vs. x3 ????

Worth the uprgrade?

555 vs. 595 ????

Worth the uprgrade?

x3 definitely.
LTD JD 600
Fender Celtic Esquire
Ibanez RGA7
Schecter S-1 Elite
Line 6 FM4
KORG Pitchblack
Digitech Whammy
Dunlop Wah
Ibanez TS-9
ISP Decimator
Peavey 6505 Halfstack
Marshall 1960b Cab
Line 6 POD X3 Live