Hmm: was thinking repainting ($125), upgrade parts of drivetrain ($200), and wheels ($75 hubs + $60 spokes + already have rims).
The drivetrain is the weakest part of my thinking, though. Chainrings, crank, cassette and chain all worn, so probably needs thorough fix. Merlin Cycles does have complete 105 groupset for $315, though. This is still all cheaper than buying a Soma or Surly frame, though, which starts at $400, and then I have to add on all of the above anyway.
A used or cheap bike _is_ probably the way to go, though I do like the fit of the bike, plus not wasting it (though I could sell it whole, I guess).