I bought my ipod some time go, but it came with software for managing mp3 files (Musicmatch Jukebox). Since then Apple have brought out itunes for windows, and I am sure you will get this with the ipod - if not it is downloadable free from www.apple.com. Itunes will let you manage all your mp3s, make playlists, burn cds and transfer cds into mp3 format to transfer onto the ipod. I would suggest you download it and have a look at it before you buy the ipod, because my experience is that once you synchronise your ipod with itunes, it won't want to talk to any of the other software for managing mp3s that you can buy or download for free. As to where you can download music from, as LeMarchand says, any of the peer to peer networks where mp3s are available. Also, Apple will eventually introduce their "pay per download" service in the UK, as will many other companies I am sure, in (futile??) attempt to stop free downloading.