Arctis 5 if plugged into the PC will cycle through colors within the headset. It also is a USB connection and has a separate chat mix dial which to increase the game volume / chat volume on the headset. It also has 7.1 surround sound and a lighted mic. The Arctis 3 are more for your gaming consoles. They offer 7.1 surround sound, 3.5mm plug, and do not include the cycling of light on the headset, the lighted mic, or the separate volume / chat mix dial.