I had a problem with Win2k and my SB Live! MP3 locking up games as well. I would try to play Fallout: Tactics and it would lock the game up constantly, playing the same sound over and over. Also when I'd use my Neo Geo emulator to play Samurai Shodown III (NeoRageX, it's great! I have every NeoGeo game ever made in ROM format too), the sound would be terrible. None of this happened in WinME or Win98.