HELP! I'm remodeling a basement!!!?

My boyfriend and I are moving into his parent's basement soon, but it is a total wreck!! It's an old city house, but everything looks great except for downstairs. There are wood-paneled walls (egh), bare floors with no carpet, Drop ceilings, and upholstry from the 70's!! It needs tons of work, but I need some ideas to keep a low budget (around 0-500). I want it to look really nice like the rest of the house, which has already been remodeled. Some ideas I already have are just painting over the wood-paneling, and painting designs on the drop ceiling tiles, but that's just a rough start. So, please help me, I greatly appreciate your opinions!!!!!!

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