The all gray is definitely a lighter shade and diff leather. The spectator has more of a pebble grain texture and seems thicker/nicer to me, but some people don't like that textured aspect. It's actually a very pretty combo. Originally when I saw it on the website, I was blah about it, but then I saw it IRL and have been stalking it at the outlets. I just got one this weekend, and I really love it! This coming from a person who is not a huge gray or black bag fan unless it's the style/hardware/leather combo that appeals to me. I'm trying to remember, but I believe the spectator large cost around $390.