Actually I don't think that the original HD DirectTivo is a relevant comparison. That unit came out almost two years ago and had virtually no competition. It was really the only good option for recording HD. Now, DirectTV has their own HD DVR testing in LA (which is getting fairly good reviews) and virtually every cable provider offers its own HD DVR for only a couple dollars a month. I will be the first to say that Tivo is by far the best DVR on the market, however, once you get past the basic function of pause/rewind and series recording, the difference between units (for the AVERAGE user) is minimal. The average user is not going to see $500+ worth of difference. I agree with Kevin that this will not become a mass-market device at this price. I think anything above $400 is beyond what the average viewer will spend for the difference between the Series 3 vs. what they get for almost nothing from their cable provider, especially when you consider the added montly service fee from Tivo.