If you want to upgrade, start with ddr3 while it's so cheap. 2 gb sticks are around $10-12 where I live. Then look for a g41 or g43 chipset board that uses ddr3 and check the "cpu support" section to be sure it will work with your cpu before you order the board. The 500 gb drive will work with any newer motherboard. 1333 fsb is all you need for the ddr3, and I wouldn't spend over $100 for a quad core cpu if that's what you want for gaming. The q6600 is in that price range and will overclock easily. For around $350, you can get the 2500K with 8 gb of ddr3 and z68 motherboard.