Well, AMD makes a program called AMD Cool n Quiet, That makes the CPU Fan as soundless, but as fast as possible. It levels it out. Also about the Chipset. I don't know if having an Nvidia Chipset will cause problems with ATi based card. The card I gave you is made of Nvidia's Geforce. It is a good card. Geforce 8600. It is like 7th on the market. (With Geforce 8800 being on the top with 1024mb of DDR3 RAM. Though you probably won't need a card like the one I suggested because it is a Media Center. But if you would like to look around to find a quieter on which is probably best. Go ahead. The card is probably too much for just a Media Center. Or if you want a Intel processor, change out AMD 6000+ for Core Duo 2 E6600. But AMD 6000+ is really good. As far as the fans go you know I really don't think they will be too loud because did you check to see if they were overclocking??? You really don't need all the fans on the back of the case so if you don't connect one to the motherboard, it will reduce noise but the heat may go up. (That shouldn't be a problem because you have 2 other chassies fans, and CPU fan, and Air vents.) Now for the Media Center. AMD Live and Intel ViiV aren't really the best Media Centers. But Windows Media Center is a great option because you can play Music, Videos, View Pictures, Listen to Radio, Look at Album Artwork, Browse through the internet, and much more. I use it for my collection (Over 2000+ of total media) an im really happy with it. Explore your options, research, look for upcoming deals to save money. And when you get comfortable and think it is what you want. Buy it. I hope it works out for you and looks like a cool project.