I dunno... As a guy who is intimately familiar with User Interfaces in Win32, KDE, GNOME, Fluxbox (almost about as minimal as it gets), Opie (a nice little PDA User Interface), MacOS 5-9, and OSX... I gotta say it: OSX holds a shared 1st-place for interfaces, along with Gnome. Both are clean, useful, and aside from a couple of tiny features I wish each had (an "auto-Ditto" file/directory merging function in OSX ferinstance), they're nearly perfect for me. OSX is extraordinarily easy to get apps running out of. My most used apps sit in the Dock (where they're easily organized, instead of all spread out in zillions of shortcut icons), and otherwise I drift my cursor to the top bar and click Go -} Applications-} (pick your app). Of course, shortcuts on the desktop bypasses all that. IMVHO, I think Vista is Microsoft's attempt at emulating OSX in many features and functions, so if anything, I suspect that either way, you're kinda stuck if you don't like it. Between current existing Windows desktops, I agree with you - Win2k has the cleanest lines of them all (w/o going into "Classic" mode like on XP and Vista(?) ). Problem is, Microsoft stopped supporting it for most patches long ago, and security patches are either gone or about to be gone for it. I suppose you can still flip to "classic" mode in Vista (I know you can in XP) to get the same look and feel as Win2k... but, I think that the UI will still have the slower responsiveness of the underlying OS in Vista (though in XP going to 'classic' mode did speed things up appreciably). /P