Sabayon wouldn't run on 384 mb ram. Puppy Linux would though. Both require some compiling skills, though, Puppy less then Sabayon. I was going to go to Sabayon until I tried it. It's a good OS, based of Gentoo... but it doesn't seem to cooperate as well as Ubuntu does.
And I used Ubuntu 7.10 first, wasn't a fan of it either Zen. But With 8.04, I snapped it up and now know a fair amount. I wouldn't call myself a Guru, but I've learned a lot more then any nerd/geek I know offline so I guess it's suiting