how do other programs sound with the same files? i use itunes with xp sp2 and onboard audio without any problems. also check all your volume levels, too loud and it gets bad. i know some sound cards can add filters to the output ( like "played in a bathroom", or "concert hall" ) which will make it sound off. also some people say that turning off 'sound enhancer' ( edit>preferences>audio ) helps it sound better.