Upgrade Help

I was curious if the community could help me with a PC upgrade. My current system is way outdated but has served me well it's just time for an upgrade. I have some pieces of my system I can hopefully keep (PSU, Cooling Fan, Optical Drive, HD). My PSU and Fan were replaced somewhat recently.

The PSU is an Antec Neopower500,
The Fan is a ZALMAN CNPS 9700 NT 110mm 2 Ball Ultra Quiet CPU Cooler. If it does'nt work and there is something better than by all means I don't have to keep it.

For a 500ish$ budget what do you guys think?

I guess what I need is

A Case

I'm probably forgetting something.
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