Installed the AFE stage II kit with Pro Dry filter. I was worried that it would be loud but it's not, in fact, other than a small hint of more tubo whine it sounds a lot like stock. It seems to spool up a little quicker from a dead stop, not a lot but any little bit helps, I noticed the biggest improvement on the highway, it really pulls hard now, I went from 65 MPH to 115+ in seconds! Like to see the difference while towing, I will post the next time I tow. Stock AFE Stage II with Pro Dry filter Stock air box removed. Installed pics.