I had the first gen (gave them to my daughter) and got the Pro - more because of the design because the originals while they would not actually fall out, they always felt like they were going to - and I feel the sound of the new ones are better. Now, saying that, I don't seem to get the full effect of the noise cancellation (use the largest tips and have rarely - without really playing with the location of the AirPods in my ears - gotten the seal test to work) but they do seem to smother outside sounds if not eliminating them completely and the isolation of my music is much better because of it. $250 better - your mileage may vary - but I am very happy with the purchase.