Hi jmccoskery,
The s2Member Membership Levels are cumulative. That means someone with Membership Level #3 has access to everything allowed by Membership Level #2, #1, and free. For your scenario, it sounds like that's not what you want to do.
Instead, what you can use is the Custom Capabilities feature of s2Member. You can read about Custom Capabilities in
WP-Admin -> s2Member -> API / Scripting -> Custom Capabilities (Packages).
Specifically:
Custom Capabilities are an extension to a feature that already exists in WordPress®. The current_user_can() function, can be used to test for these additional Capabilities that you allow. Whenever a Member completes the checkout process, after having purchased a Membership from you ( one that included Custom Capabilities ), s2Member will add those Custom Capabilities to the account for that specific Member.
Custom Capabilities are always prepended with access_s2member_ccap_. You fill in the last part, with ONLY lowercase alpha-numerics and/or underscores. For example, let's say you want to sell Membership Level #1, as is. But, you also want to sell a slight variation of Membership Level #1, that includes the ability to access the Music & Video sections of your site. So, instead of selling this additional access under a whole new Membership Level, you could just sell a modified version of Membership Level #1. Add the the Custom Capabilities: music,videos. Once a Member has these Capabilities, you can test for these Capabilities using current_user_can("access_s2member_ccap_music") and current_user_can("access_s2member_ccap_videos").
You could offer several versions of Membership Level #1, each with its own custom capabilities (basic, personal, professional, etc.). Then, you could tell s2Member which WordPress pages/posts should be seen by the users with specific custom capabilities.
*New* Starting with s2Member v3.2+, you can now tell s2Member to require certain Custom Capabilities on a per Post/Page basis. So now, s2Member ( if you prefer ) CAN handle Custom Capabilities for you automatically! Whenever you edit a Post/Page, you can tell s2Member ( i.e. there is a Meta Box for s2Member in your Post/Page editing station )... you can tell s2Member to require certain Custom Capabilities that you type in, using comma-delimited format. In other words, you will need to type in some of the trigger words that you used whenever you created your Payment Buttons/Forms. This way paying Members will have the Custom Capabilities to view different kinds of content that you offer
If you haven't already, you may want to check out the video on Custom Capabilities here:
http://www.s2member.com/custom-capabilities-video/ and another here:
http://www.s2member.com/advanced-conditionals-video/