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i might do some slight overclocking at first - nothing serious, if i do, will i need a better heatsink? thank you all!!
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Yes. I've heard of people taking the 2500K beyond 4.5 with the stock fan but I don't know how true those rumors are. 
I'd definitely suggest a better heat sink - the Hyper 212 Evo or EVGA Super Cooler are the best bang-for-buck options out there right now.
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if i could get some opinions on how good the build is? and if there are areas of 'over-kill' where i can save some money? or am missing something?
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I think it looks pretty good as is. I love the case but are you sure you mean the 400R (no such thing as 300R)?
Only suggestion is swap the video card with this (much better brand, warranty, tech support): http://www.newegg.com/Product/Prod [...] 6814130604