what kind of system are you running. I have a G4 350 MHZ, Jaguar and even 704 mb Ram... I find Limewire to run VERY slow when I have other apps running. However, i have noticed that when using iTunes, if i am going to have other apps running, I hide the other apps when using Limewire. If i want to use iTunes, I hide Limewire and unhide iTunes. everything is hidden when Limewire is the active application. Does this make sense?