well, it has it's own scripting language so if you are a good programmer, you can do more complex things than what could be done in rpg-maker. you can also make your own graphics and enemies using paint or titles using the editor. It has more layers on the boards/maps and unlike rpgmaker, the hero can walk under objects on a higher layer, so you won't have to worry about your bridges blocking the exit. (I alwas had to move my bridges.) RPGmaker is easier to learn but I think toolkit is better if you are a better programer. If you are really good, you can make a new battle system -- in fact I think there are some who are doing a more FFT style game.