We show the planned upgrade of a cavity QED experimental apparatus. The system consists of an optical cavity and an ensemble of ultracold Rb-85 atoms coupled to its mode. We propose enhancements to both. First, we document the building process for a new cavity, with a planned finesse of similar to 20000. We address problems of maintaining mirror integrity during mounting and improving vibration isolation. Second, we propose improvements to the cold atom source in order to achieve better optical pumping and control over the flux of atoms. We consider a 2-D optical molasses for atomic beam deflection, and show computer simulation results for evaluating the design. We also examine the possibility of all-optical atomic beam focusing, but find that it requires unreasonable experimental parameters.