Membership Plugin Creates bad URLS

Weird problem. On a host gator account, I have installed a theme, done some customization and installed the Membership plugin, (among others).

On the home page I have inserted some images into the body content. They load as X’s in IE only.

I deactivate ALL plugins, including Membership, and the images load correctly. I activate only Membership, and back to X’s in IE only.

Without Membership, the URL’s are delivered as:

http://www.xxx.com/wp-content/uploads/2012/05/12.jpg

With Membership, the URL’s are delivered as:

http://www.xxx.com/downloadswp-content/uploads/2012/05/12.jpg

Any ideas?

Edit: This is on 3.3.2.