My wife has a Zune HD... she loves it. It is, by itself, a fantastic MP3 player and HD radio, with excellent features and specifications. However, perhaps the best part of the Zune HD is that you can subscribe to the Zune Pass, which gives you the ability to download as much as you'd like from the Zune Marketplace, tracks you can listen to on any of your three registered computers and/or three registered Zune players, as much as you'd like, for as long as you keep your Pass valid. We've got a library of 30,000 tracks (my wife is a big music lover -- she's listened to practically ever one of the tracks she's downloaded).