I'm using VBA-M on an up to date WinXP Virtual Machine. Running Virtual box, I had no problems at first until I switched the video option over to DirectX. I started to get flickering. In order to try to stop the flickering, I update DX but nothing was solved. In fact, I gained a problem, as now, whenever menus are accessed during emulation, they appear behind the game screen. I have to restart the emulator and mess with options before I load a game. So in short -I'm using a a WinXP Virtualbox virtual machine, 3D acceleration on, with D3D experimental installed -The latest DX9 installed and my problems are -Flickering (which appears even in the DxDiag test) when option was set to Direct3D 9 -Flickering will no longer go away even when option is set back to OpenGL -and menus are appearing behind game screen when a rom is loaded. Any suggestions? UPDATE: I found that if I turn off 3D acceleration in Virtualbox, the menu issue solves itself, but then I am unable to use the Direct3D 9 option. Flickering has also gone away. I suppose I just need to stay away from DX. CASE CLOSED!!