The main reason to buy a S3 is for the functionality. I have a Series 2 Directivo right now, and the only thing it can do is record video. There is no Tivo2go. There is no netflix partnership. Its just a DVR. I got my wife on board with HDTV, but I don't know which direction I am going to go. I love Tivo, but spending $500 on a S3 is hard for me to do. If the price comes down, I would be happy to pay for the extra features in a full series 3.