I just followed these exact steps and got the correct result which is the old Windows 95 appearance with white text on dark blue background, this does appear correctly when right-click on the desktop (*and* in the flyout submenu with 'New'). We should full stop right here because getting something other than white on blue is a key symptom of something that needs to be fixed. Tinkering with Advanced Appearance will only mask it. Ideas ... [1] Accessibility feature or add-in of some kind? [2] 3rd party Theme Manager? [3] Some crazy policy setting or TweakUI adjustment? (Come to think of it, if you have TweakUI running and it has the 'persistent' startup thing where it loads on every boot, you could try to disable this and see if the Classic returns to normal. Just an idea). [4] Any chance that you overwrote the official Luna theme with another? Certainly this could cause something like this because I believe that 'Classic' is contained within Luna (luna.msstyles ... size=4,190,352 ... date=2008-04-13) Yes, Selected Items is the correct object to change colors for the menus, including the desktop context (right-click) popup. After you altered the Selected Items (NOTE: the upper font/size/color is for the background, the lower one is for the foreground), are you absolutely positive you clicked 'OK' to dismiss the Advanced Appearance dialog, *and* the clicked 'APPLY' in the still open Display Properties parent window, and then finally 'OK' to dismiss that window? Again, the problem should not have to be fixed this way, applying the default 'Classic' should have a known expected result here. NOTE: After this is fixed you may want to hunt around the WinXP themes sites for a custom VisualStyle that caters to your particular eyesight. I expect there are many special hi-contrast Accessibility versions around. Also note that this will require you to patch the UxTheme.dll first. EDIT: shuffled the quote around and fixed up the reply. Yes, I do have ToggleKeys set to ON in the Assessability options. I went into Display Properties, and reset the Windows color scheme to Windows Classic, and applied the change. I then changed the desktop color back to a plain black background. That seems to have done the trick!!! Much Thanks