Regal Ware sells factory leftovers/orphans/closeouts on their website for cheap. I've been very happy with their tri-ply pans.
Thanks guys I decided to get a calphalon stainless pot and the rest cheap non stick
Go to a Marshalls or T-J Max. They often have all-clad or Calphalon at a major discount. Sometimes on clearance. It may have a cosmetic flaw, but its usually minor.
One thing you can give and still keep...is your word.