<i><b>Editor's note:</b> We have changed the rating in this review to reflect recent changes in our rating scale. Click <a href="http://www.cnet.com/4520-6022_1-6207800-1.html?tag=txt">here</a> to find out more. </i> <br><br> It's no wonder <a href="/Apple_iPod/4500-5_7-0.html?qt=ipod&tag=txt">Apple's iPod</a> is a huge hit. It's beautifully designed, and it sounds great--as long as you steer clear of the lackluster earbuds that ship with it. The company now has a better idea: the $39 Apple In-Ear headphones. Though they have the same iPod-friendly, all-white color scheme as their predecessors, the In-Ears, with their rubberized earpieces, are not only intended to be more comfortable but to offer superior sound. <br><br> After comparing the two models, we much prefer the Apple In-Ears to the 'buds that came with our iPod. The In-Ears put out richer sound, play louder, and offer greater isolation from outside ambient noise. At 42 inches long, the Apple In-Ear's cable is nice and short, offering ample but not excessive length when connected to the iPod's in-line remote cable; you could, of course, use them with anything that has a standard 1/8-inch minijack plug. You get a selection of three pairs (small, medium, and large) of interchangeable rubbery earpieces; try 'em all to see which is the most comfortable. One minor design snafu: The headphone's teensy "left" and "right" labels will be illegible in broad daylight to many owners and worthless to everyone in low-light conditions. But on the bright side, Apple includes a cool-looking, plastic storage case. <br><br> The skimpy owner's manual doesn't offer any advice about proper insertion techniques; the only way we could achieve the required 'bud-to-ear seal was to fit the In-Ears upside down, with the wires facing forward so that they looped up and over our ears. We had used that strategy with our <a href="/Shure_E2c/4505-6468_7-30422090.html?tag=txt">Shure E2c</a> ($99) in-ear 'phones with great success. A contest between these two models gave the nod to the Shures for their bigger, more bass-driven sound and their superior ambient noise isolation on the NYC subway. But that's to be expected, with the Shures (and our current favorite earbuds, the $130 <span data-shortcode="link" data-link-text="Etymotic ER-6 Isolators" data-asset-type="review" data-uuid="b23b7db6-9d89-11e2-853d-0291187978f3" data-slug="etymotic-er-6"></span>) costing two and a half times the price of the Apple headphones. Then again, <a href="/Sony_MDR_EX71SL/4505-6468_7-30520512.html?tag=txt">Sony's MDR-EX71SL</a> also offers good sound and a snug fit for a mere $50. <br><br> Our main problem with these headphones was that we had trouble keeping them in our ears. Joggers, take note: While we were walking, the In-Ears lasted five minutes before flopping out (though the fit will likely vary from person to person). That's too bad, considering everything else that's good about them.