Had the HTC Thunderbolt since day one. Now that ICS is on it, I've been able to hold off on upgrading. I was thinking of the GS3 first, as I'm not too concerned with power so long as the S4 processor or better backs the phone (what with Jellybean greatly improving things), but I don't want to make the mistake of nabbing an LTE phone with 3 hours of battery life. The Note 2 can apparently last for days with moderate use, which is ultimately my deciding factor. I'm not sure I need the S Pen but I'm sure it will be useful. I'm not going to go with a Nexus because I am kind of excited for JB Touchwiz (shhhhh don't tell anyone!) and because chances are the Nexus phones won't have the battery life of the Note 2. Furthermore, I have 45 gigs of music and I'd like to be able to either load it all onto the Note's internal storage (64 gig model) or onto a 64 gig micro SD, which no Nexus phone will support. (I could be convinced to go to a Nexus if it had 64+ gigs of internal).
All together, the decision is fairly easy. The only potential downside is the pocket-ability, as I wear 27 inch waist slim (not skinny) jeans. Maybe I can adapt, but it may not be easy.