Just hooked up a new HD Tivo, and so far it's great. I'm using it on plain ATSC antenna connection. My Series 2 Tivo wasn't very great with just an antenna, it got the snowy SD picture I get out here in the country, then compressed it. Not pretty. The Tivo HD good: -Beautiful picture quality, looks as good watching through my TV. -Same easy setup and software. -Tivo HD's ATSC tuner seems better than my Samsung 42" plasma's tuner, it got a channel my plasma couldn't. -2 Tuners, that is VERY nice. -The TV volume control didn't work well on my S2, you had to keep hitting the volume to affect any change. The Tivo HD volume control of my TV works great. -More pretty lights to look at than the 3 on the S2. -Has a pretty nice channel tuning signal strength screen -The aspect ratio management seems better than that my TV provides. For some reason my TV won't let me zoom on letterboxed 16:9 semi-HD programming. The bad: -I read non-Tivo adapters don't work and my old USB wireless adapter really didn't work. Gotta shell out for the Tivo one. So for now I had to string a phone cord across the kitchen and living room. -Interface seems slow at times. -Channel setup was awkward. Tivo asked my ZIP code and city, then loaded a default channel list. Most were channels I couldn't receive. Then I had Tivo scan for channels and it told me it found 21 channels. Well it didn't deselect the not found channels from the list. So I unselected all channels from the list and scanned again, it still didn't select the found channels on the channel list. Weird. There needs to be a single channel management screen where you can add/delete channels AND see the current channel program and signal strength.