I've been trying to figure out this what's wrong with my program with little success, so I'm going to post what I've been experiencing to see if anyone can figure it out. Basically, when my program hit's a cetain amount of memory usage (aproximately 9-10 mb), the whole thing goes completly screwy. First of all, on the control I wrote which is the program's primary memory guzzler, whenever it tries to redraw itself it causes various parts of the screen to turn grey. Even parts it shouldn't be able to draw over like the start menu. On top of that, I keep getting error messages when using API funtions (just the ones that handle drawing) under circumstances where they worked perfect before the problem was triggered. But despite all this, the VC++ debugger reports absolutely nothing unusual. If anybody has had a similar problem while programming a windows app I'd like to know about it because I have absolutely no clue what's going on.