Well your hardware sounds like it should handle it no sweat. Right now I'm thinking its Windows ME. There are so many problems with that version of Windows, you could track them forever. Have you had a chance to try another version? Say WinXp or Win2k? Even going back to Win98SE. I had problems with games too in WinME, so I went back to 98SE and they were fine. Since then I'm on WinXP, and now things are the best ever!