Realy two questions. First, and most importantly. This will be a second system and the entire reason for the system is to have the capability to play extremely loud. Non-horn systems just don't do it. I need to pair up tube amplification. I now run a McIntosh system with B&W speakers but that is not the sound I am looking for. So I am looking for recomendations for tube amplification. It has to be extremely low noise and I want it to sound "tubey" for lack of a better word. Warm, not bright in the least, and, most important - what I am after is lush, rich, midrange. Vocals will be a focus. I have heard Mcintosh tube pre's - such as the 2300 but do not have the tube sound I am after. RIght now I am considering Cary, Prima Luna, Quicksilver - but am open to suggestions. I want to make sure that I have enough power to crank it to max spl since that is what I want it for. Right now I have gotten good recomendations for Prima Luna Dialogue Two but I am not sure that this will be enough power. Has to be tube, has to have an extremely low noise floor (absolutely quiet when no music is playing), and has to have enough power to drive the speaker to the max without damage from clipping. Can be either an Integrated or a preamp and amp - but of course there is no reason to spend extra $$ if it will not result in significant improvement. I already have a MC402 which is more than enough power - but I do not want to drive the Klipsch with solid state. Second, is there much difference between the Cornwall II and the III, and if so, what? My plans are to get a Cornwall III at the present, unless a good reason to get a II (other than the price obviously).