I had an S3, returned it over Comcast charges for the CCs. Bought a TiVo HD yesterday, connected to basic cable and OTA antenna. PQ seems as good on HD as I remember on the S3 while SD looks better than the TiVo Series 2 DT that I was using in the interim. If I can't get the CC charges reconciled with Comcast, I'll most likely keep the TiVoHD and just use it as I have it connected now. The better PQ over my Series 2 will be worth the money, IMHO. I miss none of the S3 features that I recall, and my memory is better than Gonzo's.