The NC curently has what I think is a large advantage in that its easy to root via the microSD slot so it becomes a fully functioning Android tablet, including Android Market. The KF can provide Amazon media - for users, does this outweigh access to the Android market and native access to Google products? The NC still got nowhere near the appreciation from the public in its history that the Kindle Fire got in one day.
I'm curious as to what strategy Barnes & Noble takes with regards to NC in resposne to KF. A reliable source tells me that the NC is 85% owned by women and the targeted primary audience for its apps are 30+ women. There are few free apps because BN doesn't want to create an expectation of "everything should be free" (i.e. get users used to paying for value). The targeted audience also is one less opposed to paying for something nor have time to find free hacks (unlike young males). I don't think this market will be sufficient to keep the Kindle Fire from dominating at the $200 price point. Everyone, including not-yet-purchased-a-tablet 30+ women, will soon likely hear of the Kindle Fire and BN will lose much of its small core audience.
Given the $200 price point, I think that there may be an oppotunity for BN to make a large mainstream splash if it allows greater flexibility in the NC (including fully integrating Android Market). Otherwise, I don't see how it competes with Amazon because of "coolness" perceptions of the two companies. In that respect, Amazon competes with Apple; while BN competes with Borders (RIP).