Could use some advice on upgrading system

So here's my current build:

Processor: DualCore Intel Pentium E2200, 3200 MHz (11 x 291)

Motherboard: Abit IP35-E

RAM: 2 GB Crucial DDR2-800

Graphics card: NVIDIA GeForce 8800GT 512 MB

Case: Cooler Master CM 690

Power supply: Corsair VX 450W

Cooling: Tuniq Tower 120

It was a great little thing a few years ago but it's starting to show its age.

My question is, what parts, if any, should I upgrade (and to what?) if I want to be able to play upcoming games like Battlefield 3 and Elder Scrolls V: Skyrim on high settings on a 24" 1680x1050 monitor? I'd like to keep upgrade costs under $500 if possible.

Thanks!
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More about could advice upgrading system
  1. Best i can suggest is to try and pick up:

    2nd hand Q6600 G0 ~$140
    Another stick of that RAM ~ $30
    nVidia GeForce GTX 560Ti (Fermi) ~$260
    Decent ~550W PSU ~$70

    That should play Skyrim decently, maybe consider getting a HD 6850 instead of the GTX 560
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