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Aston Shell is one of the most feature-rich of all the replacements. With plenty of add-ins, plug-ins, themes, and widgets to play with, the Aston desktop can become pretty much anything you like.
Aston Share also offers animated skins and themes, live wallpaper, effects, and much more. It's shareware and will run you $29.95.
SharpEnviro may remind you of Classic GNOME. It's designed to provide a flexible, user-friendly desktop shell that pleases both new and advanced users.