I have a bitmap, 5 frames and it works, It moves in a pictureBox. It is not transparent, (I dont mind the background color around the bitmap right now). I want to animate this over another BG, basically a level, and have the user move it left/right.. jump duck.. etc. I can't find any good tutorials for this, The directx4vb.com one doesn't help, does anyone have anything simple? windowed mode, thanks! DX7 DirectDraw