1. You can use OpenGL for 2D graphics, although it's not really meant for that. It's probably better to use that than use straight GDI. 2. It depends on your target OS. If you have any Windows NT 4.0 users, forget Direct3D, becuase AFAIK, it is not supported on NT. 9X, 2000, and beyond, though, I believe are OK. The early bird may get the worm, but the second mouse gets the cheese.