Keep in mind that if you have a recent high-definition TV, it may very well have a better scaler than any third-party box, the S3 Tivo included. For example, I have a 50" Panasonic plasma, and it does an awesome job displaying SD (480i) content, so I don't let my HR10-250 Tivo do the upconversion--instead, I switch the Tivo to 480i output when I watch SD stuff, and let the TV to the upconversion. Most higher-end Sony and Pioneer TVs have great scalers, too. Each time you scale, you mess with the image, and lose something... I have a friend who was watching SD (480i) content recorded on his HR10-250, but the Tivo was set to upconvert everything to 720p. The 720p output from the Tivo was routed to his Yamaha AV receiver, that had a Faroudja scaler that was set to upconvert everything to 1080i, which was then fed to a Samsung plasma that had a native resolution of 1366x768, so it internally scaled everything to 768p. 480i -> 720p -> 1080i -> 768p = really, really ugly... It's best to feed the original signal through all the way to the TV, unless your TV's built-in scaler sucks, and you have a really, really expensive external scaler. For S3 users, this means the "Native" mode will likely give you the best picture quality, IMHO. My 2 cents.