I appreciate the audiophiles' reviews of this system, but any criticism is mostly unfair. If home theater systems were cars, this system is a Cadillac. No, it's not a Lamborghini, it's not a Bentley, it's a Cadillac, and it's at Chevy pricing. Folks who are seeking the highest standard of sound quality have no business buying this system and broadcasting their esoteric disappointment in it. I purchased this system as a "get me by" system, that is, I wasn't expecting a lot from it... it was destined for the bedroom TV... a 42" Aquos LCD. I wasn't expecting much, but was blown away by the sharpness of this system's sound, and its ability to produce balanced movie bass. The upconversion is nice, especially on Pixar movies and other animated titles. I do highly recommend an HDMI cable for great color and sharpness (vs component video or S-video). Also, I do recommend this system's hardwire speakers over the S-AIR speaker/receiver system, which is highly susceptible to RFI/radio interference (think low-quality walkie-talkie). The sound movement from speaker to speaker, especially on THX certified pictures, is incredible if you haven't experienced home theater before. I watch DVDs at sound level 30 and feel like I'm in a full size DTS movie theater. I would say this: if you can (want to) spend 50% more for 10% better sound, then this system is not for you. But if you're looking for a good home theater system that you and your family will greatly appreciate, and have countless DVDs (not Blue-Ray / HD), then this is a great system for your money!