I am pleasantly shocked. I bought this primarily for a second sound room (aka man-cave) that I'm building. I needed a good CD player primarily and thought decent video would be nice too. 99% of the plan was for audio, 1% for movie or concert DVD. Searching audio only CD performance led me to this unit. It's audio specs passed the quality threshold I had with the benefit of one box for CD audio with both HD-upconvert and Blu-Ray video. And, of course the OneCall price was better than anything else I could find. I brought it home and was instantly pleased and feeling proud of my wise choice in this component. Then, late on Christmas day, I wanted to test it in our home theater set up; a nicely powered system anchored by a Yamaha 5.1 AVR driving Infinity and Polk Audio speakers and displaying on a 42" Pioneer plasma. We had rented a Blu-Ray disk (Disney's Earth) and I wanted to see if I could notice the differences over my couple year old Pioneer DV-400 upconverting DVD player. The bad news is that after this experiment, the Denon won't be moving! While we were generally pleased with the Pioneer DV-400, we noticed a phenomenal improvement with the Denon. I'm talking audio here. Sure, the Blu-Ray video is expected to be better than the old HD upconvert player. When looking at DVDs, the HD-upconvert was not noticably better or worse than the Pioneer. But, what wasn't expected is the improvement in sound quality. On the Pioneer, the voice audio from movies was sometimes hard to hear. In the Denon, we experienced a perfection of audio mix between voice, sound effects, and music. All were clearly discernable. We noted this on standard DVDs from It's a Wonderful Life to some new releases. I was shocked. I didn't expect this. It reaffirms the adage that you get what you pay for. Basing a pretty decent home theater on a mediocre DVD componet made the whole home theater experiece less than thrilling. Now, I feel like I have a brand new system that I am eager to listen to. Bad news is that our new Denon now sits in the family room home theater instead of my sound room. But, there is good news. The good news is that the home theater experience is dramatically improved. The better news is that I put the old Pioneer DV-400 in my man-cave as it will be rarely used for vidwo and I will now be going back to OneCall/Huppins to find a dedicated CD player to accompany it! Everyone ones. Bottom line: If you are considering this as an upgrade to a medicre class DVD, you will not be disappointed.