"Ken, I actually use the Yelp iPhone app for the use case you mention above, especially when I'm traveling. It does a good job of telling me what's nearby and what's highly rated. I think of Yelp on the iPhone as being low on entertainment value but high on utility. Right now, foursquare is high on entertainment but low on utility for me - it doesn't help me find places to go or stuff to do. And my hunch is that the smart thing for foursquare to do is to focus on doing entertainment than utility. For example, they've recently started telling you how many other foursquare users are at a given place. I can see some fun challenges / badges / quests around getting 10 foursquare people in some bar at the same time, finding the coffee shop in SF where the most foursquare users check in, etc. That could surface some of the same information but in a less explicit way." - Charles Hudson