You have to decide, mainly when you're in this sitution you're looking for which part of your computer is the bottleneck, and you upgrade that. w/ only 486mhz I'll say your processor is DEFNINITLY your bottle neck rite now. A real TNT2 doesn't get max out until you probably hit 750Mhz or so. Also, as you already know.. UT is very processor dependent, w/ very high fill rate, your FPU is more important than your graphics processor. If that's the only game you play, then get a wickey fast processor, like 850-900 or so, and a Voodoo3, then overclock that $hitter to hell! =) Voodoo line of video card have the best UT results. Just to let u know. But if you're only gonna go for one, Processor is totally what u need rite now.