Hmz, I got a antec p182 with a overclocked CPU, at idle or even when not doing to much, the arctic freezer pro won't rev up at all, and thus is inaudible. So an aftermarket heatsink is a must. The antec tricools are also really quiet when they are on low. I've replaced my chipset cooling with a thermaltake extreme spirit II cooler, which is also inaudible. Both HD's are suspended and I went with the samsung t166 spinpoint 500gb, because it's one the most quiet HD's out there in it's price range. Only HD's that can match it at 750-1000gb HD's. Perhaps you maybe be better of with the HD3870 which is quieter then the 8800gt, is it not ? Although I'm not sure how loud the 8800gt is, because I can't hear my 8800gts 320mb at all. Then there's the PSU, and with the 450vx based on the s12 II series, then it's probably one of the quietest PSU's you can buy, save for the s12 II psu's themself. That should do for a nearly silent rig, that can be slept next too with ease.