Well, other than the 3D, it's also a pedometer, has StreetPass (sharing avatars with other 3DS users that you pass by on the street), music player, sound recorder, video camera, camera, and don't forget the games. There's the new installment of Mario Kart, the return of Kid Icarus: Uprising after 25 years, a World of Warcraft-style game coming soon, and the best Kingdom Hearts game yet to this day is being released on the 31st (I already pre-ordered). The list goes on. Frankly, the 3D is only a little of what the system itself really is. Plus, you can disable the 3D if you want.