After doing a bit more testing in the last 2 hours, I've traced it down to a graphics driver problem. Only one thing I can say - The Official ATI Radeon drivers version 3276 on the ATI.com site is crap!! I installed the win2k driver on win2k and the same problem occurs!! So, on XP, I rolled-back to my previous radeon drivers, which were working perfectly until I installed that official 3276 driver. But that didn't seem to work very well, the problem was still there and it was stuck in the OS. So I tried to update over with my working radeon drivers, still no go. Format Time. :cry And... on Win2k, there's no roll-back feature like XP has, so I updated over the offical 3276 with some old radeon beta driver. The problem is gone! I would have expected XP to be better at driver-removal than win2k, but it ain't! IMO if you wanted to remove a driver properly on XP, ya gotta format, and that sucks!