After doing a lot of homework (including reading this forum more than is probably healthy), I finally made my first step toward a real HT setup by buying a Denon 3802. Me happy. I found a pleasing difference in 2-channel music right away, even through my ancient (22-year-old) KLH bookshelf speakers. Now I have to figure out the speakers to flesh out the HT setup. I like to make the "best" decision, so relative evaluations make me nervous. I'm hoping someone out there can get me pointed in the right direction. Ultimately, my own ears will decide, but I'd like to avoid going down too many dead ends before I get there. Here are the facts I have to account for: Budget around $1500 for five speakers + sub. I would prefer to spend less, as I already jumped the budget by buying the Denon 3802 instead of the Onkyo 595. No additional amplification to drive the speakers (just the 3802). In a perfect world I'd add an amp later, but the budget says no for a while. Listening mix: Probably 70% HT, 30% music. The music percentage may increase; I'm really enjoying the 3802 compared to my harsh old Pioneer. The room is roughly 14x14, with a 10' ceiling and only three walls. Where the left wall would be, there is a large kitchen and eating area. Lots of hard surfaces: Hardwood floors (partly covered by rug), double-pane windows and wood blinds directly behind main seating area, big wooden armoire on the right wall. Bookshelf or smaller speakers for the mains in front. I may need to build these into cabinetry; I know the drawbacks, but floorstanding speakers or speakers on stands would obstruct a main walkway through the room. In-ceiling speakers for the rears. The room is already wired for these. WAF depends heavily on these being *in*-ceiling, not attached to ceiling. The room is wired for the sub to sit near the back corner. There is no practical way to put it near the front, and the wiring is such that I can't send the signal to the mains through the sub. (Does this mean the sub will only be handling LFE?) To the extent possible, the mains, center, and in-ceiling rears should be timbre-matched. I happen to have a couple of Klipsch IC650's that I was planning to use in another room. I could use those as rears as long as they match well with the mains/center. I recently heard the Energy Veritas 2.1 and a similarly sized B&W bookshelf (didn't catch the model), paired with a Yamaha receiver (again, didn't catch which one). Loved the Energy Veritas; very clear to my ear. Worried that they might be a little *too* bright, but maybe only because they were brighter than I'm used to. The B&W sounded muddy to me. But the Veritas may be out of my price range, and the only Veritas rear speaker is a huge thing that would score very low on the WAF scale. I've noticed that a lot of people on this forum trade in their equipment so they can move up to better stuff when their budget allows. I tend to stick with what I have for a long time (witness the 22-year-old KLH's), so I'd like to avoid buying speakers that I'd want to replace two years from now. So... Where the heck do I start?