Budget upgrade from Denon 1940ci DVD/CD?

Budget recommendation wanted.

What is an upgrade (not a lateral move) from the Denon 1930ci/1940ci Universal players with these criteria?

1.) Improved CD playback.
2.) I'd prefer stand alone unit than the an add on DAC.
3.) Same quaility picture w/ 1080P upconverting and HDMI.

The Denon is better than the cheap Oppo's so that is not an option. I owned one and the Denon is better.

Is the Cambridge Audio DAC Magic my only option? Or is there a better all in one budget DVD player?
Scott Nixon makes some great DAC's, probably beat the pants off the Dac Magic piece from what I've read.
Second the Scott Nixon. I've owned lots of DACs including the Chibi with the external PS and it sounds great!! Still preferred my Audio Sector but hey not a fair fight. The Nixon was open and had a bit more punch on the bottom end than my Audio Sector. With confidence I would say overall better as a pure DAC than the DacMagic.
I forgot about Scott Nixon and will look into their DACs. A year or so ago when I had I high-end system I looked at the Scott Nixon DAC and end with the Benchmark as the DAC/preamp into a tube power amp. This time around I don't need to have a volume built in.
I looked at the Nixin DACs and now remember that I think the looks are a bit to weird for me (I like the conservative metal box) and that it uses a wall wart power supply. Unless I get a used one for cheap I may not be ready to invest in their DACs.
fpr an all in one dvp, with music playback being the priority, i'd opt for arcam.