Google's UX/design now reminds of MSN/Hotmail/Yahoo of 10 years ago. All the pointless image-heavy neutral visual noise. Why on earth are you showing me that waterfall background? I don't want your watered down elevator music.
Google needs to remember why Gmail, Reader, etc ended up destroying the aforementioned products in terms of UX, and change the direction it's headed at.
Gmail has by far the work UX out of any of the popular applications I use. It's an eye sore.
I don't think GMail is pretty, but it's very functional. Good UX != visual beauty.
As a result of a fairly recent job change, I have been forced into desktop IMAP clients again. I have to admit I have discovered a whole new level of appreciation for GMail.
Just the fact that it actually runs filters server-side and it has a (conceptually speaking) equivalent application for mobile devices trumps everything else. You can actually get it do to what you want.
The company I work for has a very heterogeneous systems landscape and I can say without much hesitation that GMail + Gcal's only serious alternative is Outlook. Everything else seems to me like a digital version of pen and paper.