I get upgraded about half the time at hotels with lounges. Before hilton started giving out Gold to almsot everyone and diluting their benefits, you used to get lounge access even if you weren't upgraded, but the past few years it has only applied to diamonds.

The free breakfast at full service hiltons isn't as good anymore as it was in the past. I find the free breakfast at Hilton Gardens (the ones I stay at anyway) to still be good.