Oooo I see now. It does mess it up. I'm using Windows 7 Pro 64 bit. But I wouldn't worry too much about that. Like in my map editor, once you load what you need to load, its back to normal. But if you are really really worried about it still, the best you can do is create your own dialog box. It's tricky but it shouldn't be a problem if you are able to work with files through code. You'll need an Origin File Path which generally should start where your application is at. Other programs tend to use Documents as the origin. Then within that folder you load all the folders that exist and put em into a list. Then you load all the files that exist and put em into a list. Once you have all the information you display them through directX into your window you created showing all the folders. With files you generally want to show only the files that are .jpgs or whatever pic formats you want and even need the option to show all files. The folders displayed in itself should be buttons so the user can go through the harddrive. If ya need help I might be able to help ya do this.