Rayhall- Based on what you've listed, I think you have had a more extensive listening experience than I have, so I won't presume to tell you what you should go out and hear. Your very brief description of the Ayre preamp sounds a little bit like my experience with the (Sim Audio) Moon P5- smooth, a bit laid back, really, really nice, but perhaps at the expense of some frequency extension and real ooomph, as it were. As for preamps and lines stages that you haven't listed, I've heard some of the top notch Krell stuff, though not the latest and greatest, and while the units were impressive in terms of frequency extension, detail and dynamics, I just can't convince myself to like the kind of "hyper-realistic" sound Krell seems to produce. I have just recently listened a lot to the BAT 30SE and 50SE preamps, and they are quite spectacular - sounding and cost-wise - definitely not "second system" material ('cause too expensive). I liked them a lot, but to describe their sound, I could not do better than to refer you to the write-up on your own CAT Ultimate in the latest edition of the Absolute Sound (Vol. 123). To steal a phrase from that article, the sound of the BAT line stages is "modern", that is, kind of taking the best of both the SS and tube worlds. However, I doubt that the BAT's are quite as tonally rich as your CAT Ultimate, but might have a little more extension on the top. I've also heard just about all of the Audio Research line stages put out in the last few years, including the 22, 5 (Mk II), 15, 25, and Ref 1 (not extensively), but not the Ref 2. If you like ARC sound, which is bold and a little upper mid-range prominent, these are all darn good, if you can find a used one to fit second system budget. I've also heard a number of the less expensive CJ stuff, but at the risk of offending a lot of CJ people, I found the lesser line stage models to be so pleasant, they got a little boring. That's about it. As I said at the top, it appears to me that you've listened to more quality electronics than I have. You know, coupled with a nice warm tube amplifier, the ELAD might just be a terrific second system line stage. Now I want to turn the tables. I've been seriously considering a CAT Ultimate, simply because CAT has a great long-standing reputation and the unit is a true preamp (w/ phono stage) which would simplify my life considerably. However, I've never heard one, and there's no dealer here (that I know of) who carries CAT. I assume you really like it - Right?