I recieved alot of good info in my first thread on this board so I would like to get into more detail as I learn more. First off, what I have. It's a gateway 500c circa 2001, it has a P4 1.5ghz 400mhz fsb cpu, 512mb pc133 SDRAM and a Geforce2 MX400 4X AGP 64mb vid card. The mobo is a micro atx also. I use this pc for 2 things, internet usage and gaming, which I am fairly new to. In the last 2 years I upgraded the hard drive after the oe unit died, replaced the single cd-rom with a cd-rom/cd-rw drive and a dvd-rom drive and added 256mb pc133 memory. If I could afford a new gaming pc I would drop the cash, but since everything else is fairly new, I see no reason to ditch the whole system. So I am looking at replacing the following parts: Motherboard CPU Memory Vid card I can swing about a $ 500 budget. Here are my ?'s What combination of parts would you run? What is a good chipset to look for and what do I stay away from? Whats a good gaming cpu, intel or amd? How much memory do I need to run newer games smoothly? What vid card do I need in my budget to run current games smoothly, not at the highest settings, more or less with no lag etc on maybe medium settings. You can see the parts I am working with and its pretty old stuff so anything has got to perform better. I have installed drives and memory etc, what will I run into installing a mobo, cpu etc. Use a pad between the heatsink or thermal grease? Upgrade case fans or heatsink fans etc? Since I am not changing the hd will I have to re-install windows or will the comp boot up normally? I play different games, anything from neverwinter nights and rome total war, would like to play BF2, WOW and Oblivion also. Not to mention upcoming Medieval total war 2 and neverwinter nights 2 etc. Any help is appreciated.