Zaei, memory is cheep now and even if you got a little vb's ok with it. In vb you might as well save the pics to a memdc wether in a control or device independent 'cause your gonna loose on processing trying to calculate various regions anyway. I tryed that and found no gain. Also once a pic is drawn over if you depend on arrays to undraw what you have you will again be clobbered by memory issues if someone draws for a full minute without lifting the mouse. Using hidden pics and their dc's uses abrox 2% of my active memory (56k, win98 on a 333)to record a full screen pic. I have no reason to open 35 full screen bmp's but I can if I want to. This shouldn't be a concern. XP shows no difference at all for me but I've got 256 on that one.