BASICALLY , thie xbox be really quiet only if you be not play game , if you be just changge you setting or set up thing that be no disk inside , you can barely hear the fan , but once you put the disk in it ! OMG ... freak loud , i think i be the only one , but actually no , my other 3 friend who have the halo version , 250 hd version , all have the same problem , and you have to put this xbox horizontally which i stronlgy recommend , because the fan on the right side of the xbox be HOT as f \*\* K. when you be play over half hour , after test 3 popular game -lrb- mw2 , gta iv , FORZA 3 -rrb- , they all make my xbox like burn ! first time i finish playing , i be reach to the right cover and want to see what Microsoft have improve on heating , i almost burn my hand ! -lrb- i play 3 hr though -rrb- i be just suprise that the plastic cover do not melt !!!