hey i had the same problem as Sir_Seercrull, and i did as you said Agozer about switching to Jabo's Direct3D6 plugin. that fixed my Access Violation but it gave me another problem. the graphics look trippy. its like they almost hang up. does anyone have any idea's why this is happening? and oh yeah, my sound "skips" also, could anyone also give me a reason why this is happening and how to fix it other than turning off the sound? the only game that i am really trying to play is Wave Race 64, one of my all time favorites, and the music is really soothing. so if anyone has any suggestions or solutions, please give them to me. Thanks in advance.