Hey, i have the strangest problem... Well first of all let me tell you what i'm trying to do, i'm making a game (yes i'm sure there's already lost of versions, but what the hell). It's called Omok as far as i know. Any ways I've created 2 class modules, one is for handling what the game does and the second is just for the game rules. When ever you click on a square the first thing the program does is put the picture on the square, and change players etc etc. Then it check to see if any one has won (using the other Class Module). The problem is that after it's check to see if anyone has one... I CAN'T CLICK ON THE FORM AGAIN. Even the VB consule freeses & i have to press Ctrl+Pause to stop the program. The wierdest thing about this is that if i make it put up a msgbox after it's checked for a winner, it works fine, but it's annoying everytime you click you have to also click this msgbox. Also it doesn't freese because if i tell it to change somthing on the form it does it (when i place it at the end of the sub). Here's a zip of what i've done, the problem is in ClsRules. To duplicate the problem just remove the "Hi" Msgbox at the end of the Check_Winner sub in ClsRules then click on the game & it will do the first move & say it's the other person's move. Then you can't do any thing.