I have the same problem with the **** cover flow. I have windows xp, directx 9.0c and all the windows updates. I have quicktime 7.4 that comes with iTunes 7.0.2. I know how to fix the problem that you are having with the itunes library. itl. You have to go to the my music folder and then into the iTunes folder. In there, you'll need to highlight all of the files, NOT THE FOLDERS, JUST THE FILES. Then copy them to another hard drive on your computer, or a removable disk like a CD or a THUMBDRIVE. Then erase all of the FILES IN THE ITUNES FOLDER, BUT NOT THE FOLDERS, JUST THE FILES. Then uninstall the new version of iTunes and install the older one that you want to.