Thanks all for the replies... I did say $500 or less but honestly after looking at that MSI 680 card 40.00 more isn't a deal breaker for me. $700.00 would absolutely be a deal breaker. I don't like throwing money away (duh) but if 40.00 gets me a better solution then I'm in.
Throwing another wrinkle into it, what if I stated I preferred a quiet solution? Obviously it's not going to be silent but I do everythign i can to keep the noise down (case, fans etc.).
I am using a EVGA GTX680 and it really is a quiet card.
For quiet, put your parts in a quiet case, with large, slow turning fans.
Avoid the all in ine liquid coolers, they seem to need fast fans. A decent air cooler will do the job and be quieter.