It's kind of funny like that. WindowBlinds skins so many different elements of the UI, with all sorts of added functionality, but on my system it still comes out with the same resource usage as ShellWM, which pretty much just skins window borders. Just got WB4 for W2K, and although it's using 4-5megs of my memory, it actually blits faster on some applications (!?!) The only time it seems to slow anything down is when it's on the config screen. Stardock will probably open up version 4 for Me/98/95 users in the next couple of months.