My application has a custom UI like that of winamp. What I do is blit to a DC them flip it to the HDC of my window. This works great on win2000/xp but when I test the program on win98 the window turns black after a minute. I have run boundschecker and cannot find any resource leaks or errors. I'm pretty much using the C API's and have checked them all for compatibility and they seem fine. Is there anything I'm missing here?