This system started out with Yahama-based electronics (pre-amp, M60 power amp, CD changer) and Klipsch Fortes. I first upgraded the speakers to the Maggie 1.6qr's. Always wanted flat panels since hearing the Carvers in the early 90s. The, I decided to upgrade the source player. First, I bought a Minimax and then the Rega. After getting a bargain on like new Carver (pre/power combo) I swapped out the Yamaha for the Carvers. I have to say I think the Yamaha pre/power combo actually sounded better. The Carver lost a bit of the 3 dimensional feel I was hearing. Not sure if I'll swap out the pieces again. Also not sure if further upgrading is necessary or useful.