Yup you can use OpenGL for 2d games, just as you can use Direct3D8 for 2d games...all you have to do is texture map a quad primitive to display them on your device.. AVOID MFC like the plague. The advantage of using your 3d hardware for 2d effects (such as a tile engine) is that you get a LOT of functionality "for free"...stuff like alpha blending, scaling, rotation, etc are ALL handled by the 3d hardware...this also cuts WAY down on the amount of artwork you actually need for your game.. And don't even bother getting caught up in the "opengl vs. direct3d" wars...they're both ONLY as fast as the hardware drivers, otherwise they're (now with Direct3d8) the same speed... Erik I hit faked him with my win32 API .chm and the peabrain goes for it. I follow it up with a salvo of left's and right's sending him down hard. It's lunch time and he's getting a Champ Sandwhich Special. I said, How's that Mr. VB?! Is that 'I wanna use COM in that Server enough for you?!' ...Ever since then, I've been the Champ.