Yeah, win 9.x and I think ME are based on the Kernel32, I may be off on the name of it but I know they are on a different kernel then 2000, NT and XP, in fact XP may have a totally different core then NT and 2K. Win 9X gives pretty much equal access to the CPU to all applications. The NT based (2K,NT,XP) assign priority in some arcane way. Bryce gets higher priority then the clock so it doesn't refresh the clock until Bryce or whatever programs you are using releases the resources. The thing to remember is even though all windows versions look similar they are all different at the core and in the case between 9x and NT based it is a radical difference. Darn it, I am a computer geek :)