The hydra-suspension system of the 9.45ST has adjustable cushioning, so that you can choose from twelve different levels of cushioning on your feet. You can change the cushioning to adapt to the type of workout you are doing. The 9.45ST also has a music system that allows you to plug in your MP3 player, so that you can have your music playing out loud instead of dealing with headphone wires. Though they have essentially the same specs, the 9.45 ST is a step up from the lower cost 9.35HR in that it has a lifetime parts warranty (instead of just two years), and an ultra-quiet whisper weave treadbelt. However, the 9.45ST lacks the 15" LCD TV of the flagship 9.45TV model. The Smooth Fitness 9.45ST comes with a lifetime frame and motor warranty, and a one year labor warranty.