Well I have the HD-DVD drive and for the money it is a cheep and effective way of getting a HD fix. There are some slight issues with camera pans and a little picture noise but on the whole the results are well worh the outlay and the differnce over DVD is clear to see. My advice is to look on EBAY as I got mine on there with a couple of HD-DVDs for less than the price of the unit on the high st, Batman Begins being a fantastic transfer. As for the upscaling, you do not need the HD drive for your 360 to upscale standard dvd and the differnce when playing a standard dvd via the HD drive is identical to those of the 360's normal drive, but in order to do this (up to 1080p) you must use a VGA cable. Results with upscaling are very good considering this is a games console but when compared to my Denon DVD3930 nowhere near as polished but then that is a £1100 dvd player so that is to be expected.