With the very gracious help of Tutor from this forum, I was able to complete a major upgrade of my stock 2009 2.66 GHz Quad Mac Pro. Here is a break down of all the basic components: 2009 Mac Pro 2.66 GHz Quad: $2,299 (Apple edu discount) Intel Core i7 975 3.33 GHz "Bloomfield": $995 (New Egg) 3x Western Digital RE3 1 TB drives: $450 (New Egg) Nvidia GTX 285: $450 (New Egg) HighPoint RocketRaid 4320: $299 (sale ended at New Egg, now $419) 16 GB RAM: $609 (OWC) SAS/SATA BackPlane Attachment: $125 (Max Upgrades) Arctic Silver 5: $7 (New Egg) 1x Mini SAS to 4x SATA cable Thanks to Tutor's help, the CPU upgrade itself couldn't have been simpler. Remember, the Core i7 975 Bloomfield is a drop-in replacement for the Nehalem that came with the system. You shouldn't have any of the upgrade difficulties outlined in the AnandTech article, which involved upgrading a dual CPU Nehalem system w/o heat spreaders. First, unlatch and remove the processor tray. Using a long-neck (at least 4-5" length) 3mm allen wrench, carefully unscrew the heat sink by accessing the screws through the holes in the top of the heat sink. The hex screws are spring-loaded and remain attached to the heat sink after being unscrewed. Take note that the heat sink is still attached to the board underneath with a small black connector, so you'll want to apply a tiny bit of upward force to disconnect the heat sink. Gently remove the heat sink, you'll notice it's much lighter than it looks! You should now clearly see the 2.66 GHz Intel Xeon W3520 "Nehalem" sitting in the LGA 1366 socket. Unlatch and lift the lever on the side of the socket. This will allow you to GENTLY remove the CPU. Put the new Core i7 in its place, in the same orientation (it should only go in one way). Re-secure the CPU in the LGA 1366 socket. Now, use a Q-tip and some isopropyl rubbing alcohol to clean away the thermal grease from the removed W3520 CPU and bottom of the heat sink. Paying close attention to the instructions on this page, apply a thin line of Arctic Silver 5 thermal grease onto the new CPU that is now secured in the socket. The thermal grease should be applied in a single line parallel to the cores underneath. Re-attach the heat sink, including the black connector, and gently tighten the screws. DO NOT OVER TIGHTEN! At this point I replaced the RAM and put the processor tray back into the Mac Pro and re-latched. PIECE OF CAKE! In order to be able to use a 3rd party RAID card for the internal drives on the 2009 Mac Pro, you will need the SAS/SATA BackPlane Attachment from Max Upgrades. The 2009 Mac Pro does not have an SAS connector on the motherboard for access to the built-in drives. The only solution here is to use the replacement drive sleds included with the above product which will allow you to run cabling from the RAID card to the SATA port on the back of each drive. Install the RocketRaid 4320 into a 16x PCI Express slot, and use the 1x mini SAS to 4x SATA cable to route all drives to this card internally. I configured my drives into a RAID 5 array, your needs may differ. I opted for RAID 5 because I wanted a baseline level of data redundancy combined with the higher speeds offered by RAID 0. RAID 5 capacity on 3x 1TB drives is 2TB. Speeds are not quite as fast as RAID 0 due to the need to write parity information, but the RocketRaid 4320 card uses a 1.2 GHz Intel processor which makes it much faster than its competition. I may switch to a RAID 0 (w/ backup) or RAID 10 solution at some point down the road, but for now I've got a good start. Those of you who are not upgrading to the GTX 285 don't need to worry about this, but you do need to upgrade to 10.5.7 and also install the latest Nvidia drivers BEFORE you replace the stock GPU with the GTX 285. Otherwise you will experience a kernel panic on startup. I didn't do this and thought the kernel panic was caused by the new CPU. I turned blue in the face until I finally determined what was causing it! Some of you may ask why did I opt for the Western Digital RE3 drives instead of the Caviar Black. The RE3 drives are designed for RAID installations, the Caviar Blacks are not. I have read numerous reports of Caviar Blacks failing in RAID arrays due to time out issues. The RE3 model does not suffer from this at all and the controller is optimized for the rigors of RAID use. If you want a low failure rate, go with the RE3 drives. They're just as fast as the Caviar Blacks. I will update this thread later today with an "About This Mac" screen shot reflecting the RAM and CPU upgrades. Tutor offered a lot of help and encouragement. I also did a lot of Googling to make sure I had sourced all of the right components for the upgrade. Buying online can quickly become very expensive if you have to deal with returns. I am upgrading from a circa 2004 PowerMac G5 dual processor 2.5 GHz (single core per chip) w/ 4.5 GB of RAM and two 250 GB hard drives. Once I really start using my new system for work every day, I hope to be "blown away" by the speed!