I initially upgraded Windows ME to XP Pro without any major problems. Installed games with no problems (using the compatibility wizard). I did different tweaks and mods as per this sites recommendations and at some point had a hive file corruption that cause major problem. I opted to reinstall XP clean, reformatted the hard drive and reinstalled XP no problems. Reinstalled games and now a couple of them, no matter what compatibility setting, the sound is really messed up. It sounds like reverb inside a metal container with stuttering, skipping etc. The video is fine, it's just the audio and only on a couple games. System info: XP Pro AMD Athlon 900 512 Ram 20 Gig WD Hercules 3D Prophet 4500 64meg Video (latest XP driver installed) Hercules Gamesurround Muse XL Sound (latestXP driver installed) DFI AK-74EC MB w/VIA KT133 chipset (on board sound disabled) The sound card is on IRQ 10 sharing with VIA USB hub Device manager shows no conflicts The games that are having problems are both Disney kid games: Buzz lightyear 1st grade and Disney Fashion Princess I noticed while installing games (including Mechwarrior 4) that during the install process, sound is messed up like there's not enough resources to do sound during the installation process. Though Mechwarrior sound is fine during gameplay. The VIA 4 in 1 Drivers have been a difficult thing for me to work with and that may be where my problem lies. I'm not sure if they are installed and if they are which one is. When I go to Viatech for the drivers I don't know for sure what I need. They list so many different drivers as well as 4 in 1 that look necessary. If anyone has some guidance on that issue, I'd appreciate it. I've read VIA's "installing drivers" page, but I don't feel like it's doing it correctly when I do it. I have what I've found to be the latest BIOS update installed also. I think I've given enough info. My big question is the games worked after the upgrade to XP, but after a clean install they don't.