Just got a pair of the Bare Access 3s in sky blue (good looking shoe). I haven't run in them yet, but I figured I'd mention a few changes from the second version, and there really are only a few. The mesh the upper is made of is different - it seems thinner but also a tighter weave. Also, they added a gusseted tongue, which is connected to a soft layer of mesh inside the shoe. Little stones getting in the shoe was my main complaint about the BA2, so it's a welcome addition to me. The last is unchanged, but the shoe does feel a bit wider in the forefoot, maybe due to the new upper material. It seems a lot of people loved the BA2, so it's good that Merrell only made minimal changes, and so far at least they all seem positive.