How would you start with 5K?

Speaking earnestly, I'd start with the best two channel system $5K would buy, including basic room treatments, and build from there. You might be surprised how well a two channel system with good imaging works for the occassional HT use. A good CDP with variable out would be preferable, but if a preamp were part of the package it'd have a pass through for the future processor. Next would be the addition of a processor followed by a three channel amp for the center and rear speakers. Subs and rears would follow in that order. That's what I'd do and it may or may not suit your desires.

White_noise:

A Denon AVR-3801?? B&W 804's?? (granted that they are used...... but) And a B&W HTM-1?? Before I go any further, may I ask you, what is the size of your apartment?? To be getting speakers like the B&W 804's and then powering them with a powerhouse like the Denon AVR-3801, I take it that you must either live in a very large apartment, or you must be quite friendly with your neighbors. I live in an apartment too, and there's no way in hell I could use gear like that in my apartment (which apparantly, is quite a bit smaller than yours).

But anyway, the gear that you have listed thus far?? Well, you are on the right foot. But being that the Denon AVR-3801 A/V Receiver already has a surround sound processor built-in, I would be content with just that, and I would go on and build from there. In time, I would start my additions with a new (and better DVD Player...... maybe a Pioneer Elite DV-37 (about $1,000.00 MSRP...... but you can obtain for around $650.00 or so..... Or a Sony DVP-S9000ES for about $1,500.00......... and unlike the Pioneer Elite DV-37, the Sony is not as widely discounted) DVD Player. Afterwards, I would go on and add a Denon 2 Channel Amplifier (to keep in tonal harmony with your Denon AVR-3801..... I would think that after spending about $3.5K+ on the AVR-3801 (or is it really the AVR-3800), I sure as hell wouldn't be upgrading it NO TIME SOON), and then I would add a subwoofer and buy better quality speakers (they don't have to be B&W 804's, unless that's what you want down the road) like the B&W 601 MkII's or ultimately, the B&W 805's as your surrounds later on. The other poster that has posted before me?? Well, I like his idea about adding some room treatments to your listening/viewing area as well. Living in an apartment and all, with the kind of equipment you got, I would consider that a necessity.

When you are done, you are going to have a very good system. Good luck.

--Charles--

sony s9000es at one call .com 4 $1050

I would buy PSB gold speakers and their center ($2000), a B&K ref 20($1000) for a processor and Sunfire's Cinema Grand ($1500) to push it. The other $500 you can spend on cables and interconnects. Next purchase would be Sony's new SACD/DVD player, when you come up with the extra dough.