Hi, I recently upgraded my computer. After that I had an old Dell XPS 420 lying about and so I decided I would use that as a HTPC and build a server from old components lying about until I could afford to upgrade and buy components for a specific build. After playing around with old parts lying about, I didn't have enough to have 3 computers running with stability. I opted to have the XPS as the server and the HTPC and it currently running WHS 2011 which is all working fine. It hosts all my files, it plays 1080p movies fine thanks to the geforce 8800GT. The problem is that the server is in the lounge next behind the TV and it is really noisey thanks to the cheap Dell case. It obviously also doesn't have much room for any more HDDs or any upgrades. To fix this problem I would buy a new case with emphasis on noise reduction but the motherboard from dell is a BTX motherboard. The processor is a Q6600 @ 2.40GHz and along with the other dell branded components still does what I need it to do. So, I just want some ideas from people as to what to do. Say I have £500 to spend, what would you do? Would you buy a decent old ATX motherboard that can be used with the components in a decent case and make the system quiet? I quite like having a server that I use as my HTPC as well (although it isn't the most secure way of doing things). Ideally I would like to be able to have a raid array of drives for storage and backups within a very quiet system used as a HTPC. Anyway, what would you recommend I should do? If you think I am doing something completely wrong then fire away, I am just looking for ideas really. The current setup is using a 375w dell PSU so I would imagine the whole system could be made a lot greener. Please let me know any of your thoughts.