The weird thing is, this only happens when I have enough video memory to hold the front buffer and the back buffer. For example, I have an ATI 3d Expression with 4 megs of video ram. When I make the front and back surfaces 800x600x24, there isn't enough video memory for the backbuffer, and it looks fine, although slow... When I make it 800x600x16, however, there IS enough memory, and it presents me with the odd problem. If I were to flip the surfaces by blitting the backbuffer ONTO the front buffer, it looks fine. HELP WILL BE GREATLY APPRECIATED, THANX!!!