I previously "upgraded" to Lion - when I did, my startup time literally bumped to 5 minutes. So I downgraded back to 10.6.8 - lesson learned. I would now like to use CodeKit, Dash, and some other programs that (for whatever reason) require one of the bloated versions of X. It's getting to the point that finding workarounds is getting aggravating. The specs on my MBP are: Mid/Late 2007, 2.2GHz Since the Lion debacle, I have upgraded to 4GB of RAM and a 7200 RPM 500GB drive. Not sure if that will make any difference? I view the versions of X past Snow Leopard as crippleware - my MBP runs everything as fast as I need, boots up very quickly, runs VERY well. I've read on the Apple forums that Mavericks might even literally "kill" my display - so apparently Apple has moved past the point of just making things slow (for no reason) to actually destroying old machines. Like most people here, I used to love Apple. Now that they're on the top of the world, it seems like they're acting more like Microsoft. Anyway - any advice on whether I can run Mavericks with little to no issues on my MBP would be extremely helpful. I bought the extra memory to test on Windows 7 via Fusion without kicking in the fans, which seems to have worked. Also, I've installed the LESS compiler for Sublime - so maybe I don't need codekit. I'm trying to learn LESS and JS (particularly jquery) for creating sites with Bootstrap 3. I'm also dirt poor - so buying a new Mac is out of the question. Thanks again for any help or advice.