The Raring Ringtail without Unity works very well too. It has all that popping in and out windows, shadows etc, and with Compiz, desktop cube and cube animation.
The thing is, once you take away, Ubuntu desktop, it stops being the Unity engined distro and become an "other" one.
Take away all known application launchers, and adding the "old" Slingshot, it becomes even better than the Mac OSX Lion. You just need something to hold the indicators and the logout/shutdown buttons, so a panel has to incorporated. At the moment it is the "new" Gnome-panel, and it holds the "window list."
Docky would've been the best choice for the "window list", but Docky doesn't have a logout button, even though it is quite pretty. Awn and Cairo is good too, but it would be nice to have some dock/panel, which stays in a corner, maybe like Leszek's deskbar. Actually, that deskbar is the coolest dock, for me at least.
The Martian flying saucer is floating on the pond, in the middle of the first ring.