iHP-120 and iHP-140 from iRiver both have a cult-like followings.
I personally have the iRiver iHP-120. It's the size of the 2nd generation iPod, with a better battery (16 hour), integrated digital recorder, fm reciever, optical line-in, and USB mass storage capabilities (re. no software needed, no copy protection crap). However, such awesomeness doesn't come cheap- expect to be spending about as much as you would an iPod
