I'll try to be concise about my needs/desires here. First, what I don't want:
* Windows Media Player: Mainly because Microsoft never gave me the chance to decide I might want it, but also because it is an ugly, weak cousin of the increasingly obnoxious iTunes.
* An audio player that wants (or worse, needs) the Internet, other than say for a manual Check For Updates command.
* An audio player that assumes I am using mobile players and installs clutter to support them
What I do want:
* Smart playlist functionality like iTunes has (e.g. Genres X, Y, and Z, not played in last 3 months)
* A shuffle mode that can be fed by a specific playlist or playlists
* A clean, keyboard-friendly interface for modifying metadata (artist, genre, etc.)
* And, in my dream world, the ability to import the XML playlists I've already built in iTunes
Basically, I really like the core functionality of iTunes but I am tired to the bone of the system clutter and the Buy More Apple Crap baggage that comes with it. The latest update won't even install if you refuse to let it run iPodService (love my Kaspersky).