RESULT / POST WRAP UP :: for others like me who search this place like mad
I bought a new 540r v3 after this thread, and it arrived yesterday. I'm very very pleased and would highly recommend it over anything less than double its price. The v3 has hdmi, and the dealer has an amazing 1yr upgrade offer, which is why I went new v3 vs 200-300 less v2 new/used.
The 540r made my existing VR2s (and surrounds/sub) sound so good, I'm in no hurry to buy the focals. The sound opened up and more tactile (if that makes any sense), and I'm hearing details I hadn't. I've been digging out all my CDs, because the mp3 versions don't cut it anymore. Its silent driven hard, so I find myself cranking the system up and playing music I never listen to, classical, spanish guitar, bluegrass, etc... Unless there's an post-holiday screaming audiogon deal, music and soundtracks are exciting so I'm happy for now.
Now, its not an arcam on focals, and adding focals would get me closer than upgrading to arcam (I would agree the CA is close to arcam in terms of sound "flavor"). The CA/BA pair:
less imaging (3d-ness): Its there, but not rock-steady like a/f pair.
less mid-high distinction: I think this fault is 70% BA, 30% CA
sound curve that is bass heavy and drops in the mids: I think this is due to the power of CA - I've never heard bass pour out of the BA like this. Focals would mitigate the effect, but jeez the CA pushes hard. (I instinctively went to turn down the sub, but realized i forgot to even hook it up)
less intimate vocals: this is slight, but maybe the biggest actual difference. This is where focals beat out B&W, and where arcam shined over Marantz's ham-handed effort.
I certainly don't feel shortchanged, especially for the 5k price difference. I guess the difference is CA/BA sound makes me want to actively discover and enjoy, the arcam/focals held me in awe. I think the CA/BA is 80% there- 15% focal 5% arcam, and far closer than a denon or onkyo would get me.
There's more work in the calibration, source, connection and room treatment, but its sensitive enough to really notice these changes.
I wanted to give a big thank everyone for their help, and give my first impressions here in case others might find them helpful.