Thanks for your responses. I'm getting very nice sounds at distances of 10-20 inches, so I think I'll keep the mic and just give it a little space. As far as I can tell I wasn't clipping at the pre-amp stage or later, so maybe I was just pushing a sensitive mic harder than I thought. Does anyone get to within a couple inches of a GT44 and get a sound they like, or do you tend to stay further away? No, I wasn't using a pop filter, but I've sometimes used a LDC without a pop filter (although usually with) and have never heard that degree of distortion, even right on top of it. I guess I just need to learn the mic. Thanks again.