I had many misgivings over XP (still do) and think the new UI looks tacky, but I finally bit the bullet and gave it a shot. I can now render scenes I never could before. I tried the three most complicated heavily textured scenes I made before...ones that I had to layer render with WinME...and every one of them worked (they went slow, but they worked). I just rendered a scene with Vicki2 and THREE Mike2s and it didn't even choke on that. I have to admit that I'm pretty happy. So far I haven't come across any programs that won't run (except for the CD Creator program that I knew about before hand). I had one glitch on upgrade...for some reason my modem vanished and I had to unplug/replug the card in the slot to get windows to find it again. But it plug and play reinstalled when I did that and has worked fine since so ??? Now if Bill would just stop spying on me...