I re-installed everything, wasn't the problem. I tried random tests and narrowed it down... I open soundforge and play a sound or song in there wit no problem. It's when I minimize a program and maximize it,,then the scratchy shit starts? Could that be RAM? I'm not using my normal PC, but it has the same amopunt of RAM and i never had this problem. I know Class or fade could help me out,,,,,,ahem,,,,hello?