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#11
If you're willing to spend a little money, I suggest you look into using WindowBlinds from StarDock. I had an old XP-era laptop I used daily that did not support Aero and I got tired of looking at the same Basic desktop day after day. Stardock has lots of themes you can download that will make your desktop look great.
Also, there may be an old thread (of mine) in this forum that asked about Windows Basic themes from Deviant Art. Some of them looked quite good and there was a service you could install that would allow third-party themes without having the mess with modifying System files.