Ok, After doing the OfficeMax deal, I upgraded my HDVR2 with a WD 120 Gb ($25 AR/AC) Mostly used the Interactive Tivo Upgrade instructions, but was not too clear about one section, so ended up double checking with Hindsale's. I used the "HDVR2 Replace ONE drive" and all YES options (BK, FAT32, XP, CD, Save Recs). The problem is after making the backup, the instructions say: The software will scan your drive for a few moments. You should see a progress indicator as the backup proceeds. Once the backup is successful, shut down the PC if your destination drive isn't connected by using CTRL-ALT-DELETE and waiting until the Linux has halted. Then boot again as before with the destination drive connected, and enter the following with hdX as your destination drive: mount /dev/hda1 /mnt Then: mfsbackup -Tao - /dev/hdX (/dev/hdY) | mfsrestore -s 127 -xzpi - /dev/hdZ (/dev/hdZZ) What's confusing is that it says you should 'enter the following with hdX as your destination drive' Well, if you do that, YOU'LL MIGHT HOSE the TIVO DRIVE !!! In fact, why do you want to mount the FAT 32 partition ? In this scenario, we'll be copying everything from the old drive to the new... The WD seems a tad louder, but I guess it needs getting used to. My .02..