Unfortunately even the F3 will be pushing my budget. I know that the typical advice is "get two towers and save for the rest". Good advice, but my "toy list" includes a new $2000.00 bicycle, and new $6000.00 motorcycle. The roof on my house needs work as does the heater and the fence. I am not "sick" about my HT but I want something better than the tiny plastic Panasonic HTIB speakers that I have. They actually do not sound horrible for movies, music sucks on them, but I could spend a few bucks for decent sound. I know that 5.1 is an absolute must. I have found that I like the "Klipsch sound" and definitely want towers in front. If I can find an audition, I really think that I might go w/ the F2 bundle. There are a few places I have found that will throw in a free Klipsch 12" sub w/ the 5.0 package. I love my Velodyne, but two subs would not suck in the least! I was actually toying w/ the Fluance 5.0 and then upgrading two years from now, but that seems a waste. Klipsch Reference is quite unfortunately out of the question and truth be told, I am 100% sure that any upgrade over what I have now will be a world of difference. I was just wondering if the $200.00 savings on the F1 or $200.00 more for the F3 would make a big difference.