Go Windows MCE! (really, really fast) I heard some rumours about Vista though, that its going to have adverts that stream from the net, on the loading screens? That just sounds stupid. Talk about unwanted 'windows certified' spam. There's no Cyberlink Power DvD for winxp 64 Grizz? Alternatively, try going to download.com and going through some freeware programs etc, see if anything runs better? Quite happy to run 64 bit cpu on a 32bit platform until there's a real reason to do it, just sounds like a headache. Could also be your videocards Mpeg2 decoder, if it isnt already, update graphics drivers, codecs (if there are any winxp 64 specific ones). Other than that no clues.