XMPlay is the best. Its very small, nothing to install, doesnt touch the registry, skinable, supports probably every audio format with its plugins, and even takes winamp's plugins. The trick is to get a good skin like wamodern or ixmplay because most are not going to like the default one. I have never seen anyone argue winamp is better, probably because most people who use winamp just have not heard about xmplay. I am sure most of them would switch.