Cork makes great flooring where you have some wood walls you want to keep. They are also great for sound dampening which if you lift the ceiling you will appreciate. The soffit with panelling face needs to go - I agree with flair that removing everything above the top of the walls and doing an industrial type ceiling where you paint everything (here, perhaps a woody off white like bm spring in aspen or bm sandy white) http://www.benjaminmoore.com/en-us/paint-color/springinaspen

Paint the exposed pipes, the galvinized ducts, everything out in one color - add duct tape / wrap anything that seems unsightly and paint the duct tape wrap. Paint any structure above the top of the panelled walls. Add new / non ceiling mount light fixtures. Use rafters for hanging those or add cross pieces as needed.

If it was my basement, I would paint all the brick and at least the end panelled bookcase walls too - side walls in the same and end walls / brick in one shade deeper of the same tone. http://www.benjaminmoore.com/en-us/paint-color/crownpointsand That is a personal decision - if you love the wood walls, add a lot of lighting on dimmers that can be raised and lowered.

raw is ok, its minimalist and fits the bill I think. really either way you have to take the tiles down, and the carpet up, start there.....

Love the bar. New barstools will spruce it up.

I generally 'save the wood' but in this room, I might paint the paneling.

Thank you @libradesigneye for the detailed ideas on painting the exposed ceiling. I'm intrigued by the idea - I think I'll remove the ceiling and see what's there and how it looks.

I like the cork idea, too, and agree on painting the brick. The fireplace is quite smoke stained from many years of use.

I do love the wood walls as they are (they have grown on me in the year we've been here - my first instinct was to paint or remove them).

Thank you everyone!

The wood walls do add a cozy factor and definitely work with your mcm furniture. Consider adding throwback art - a starburst clock or mirror, and with wood and cream, focus on one great accent color but use it in a variety of shades. Red works well with cream and brown, turquoise loves chocolate, and you can be really period appropriate with splashes of tangerine. Just focus on one ( i see red pillows now) and look for it in art, in sign art behind the bar, a throw for the sofa ... red painted barstools would be great fun here. Since you have the gray upholstery, find some gray and cream and brown fabrics in a mod style to blend your neutrals - you might use them for roman shades above the windows. . Since you want to keep the walls, minimize the tones by using the same off white for the ceiling on the brick and maybe just paint the panelled wall behind the wood shelves and lower cabinets on each side to tie them all together . . since you do want to keep the wood, and now that I am looking closer at your oatmeal tweed and gray . . here's a slightly different shade of off white that I think will work better http://www.benjaminmoore.com/en-us/paint-color/muskokatrail

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