I had the 315, then went to the 425 and finally to the 535. To me, I would say go for the 535 if you want to go Shure. For my ears the 425's sounded better than the 315's but both lacked oomph behind the bass, and the 315's were not terribly exciting in the treble. Currently I'm using the TF10's, and I can't say they are better or worse than the 535's (different sigs for sure as well), but at the price (even the $165 I paid), It's hard for me to take the 535 over them. Also you might want to try the 215's... I never owned but listened to them, and to be honest I would have taken them over the 315's and 425's.