Get the premuim. For one, even if you download A LOT of movies and shows, you can only watch them for 24 hours, then you have to pay to download it again. You "rent" the movies and shows. I thought that was lame and didnt bother to download anything else as it was a waste. With that there would be no way for me to fill up the 20 gig cause if i download a movie to my PC ill just S-video it to my tv. The point is, its pointless to have more space on a 360. The HD isnt worth 80 bucks and the 120gig HDD is stupid.