Hello, I had a simular issue and the MS site says try changing to different colour settings: "On the Settings tab, click High Color (16-bit) or a lower setting in the Colors box." I did this too and didnt help but I updated my graphics card drivers and also updated to the latest directX drivers on Windows ME and it all went away. Since I got Movie Maker working I found it to be pretty lame and there are better freeware applications with better ease of use and functionality out there. Regards, Rob Turner