Peavey Classic 50 all the way.....a little more than your $400 budget, but well worth it. This is the most versatile amp I've ever played. It can go from crystal clean to slightly overdriven to 80's rock to chugachug metal. And with 50 tube watts going into 2x12" speaker, this thing is rediculously loud :eek: but also sounds very good at bedroom volums.