A content downloader system including a display for displaying a user interface enabling a user to select content to be downloaded and initiate downloading; a set-top-box coupled to the display for providing the user interface and for receiving an indication of the content to be downloaded; and a content downloader coupled to and separate from the set-top-box, the content downloader for receiving the content. The content downloader has at least one memory component for storing content, at least one input/output connection for communicating to electronic devices, optionally including a removable memory card and optionally including an encryption/decryption unit. The content downloader may have an identification whereby its identity is authenticated by the content provider. The content downloader downloads the content selected by the user after successful authentication whereby the selection is made using the display and the set-top-box, and the content downloaded to the content downloader separate than the set-top-box.