Hi Jason, From an outside perspective: you seem to be pretty frustrated early in the project, and have enumerated a long list of difficulties that don't seem surmountable (i.e. behaviours of DMP you have no way of changing). Plus, DMusic doesn't seem to be saving you much work (since you'll need to re-implement groove levels in scripts), and saving work is what a good tool does for you. If you are comfortable with the concept, it sounds like creating your own music system might be the way to go this time. (Which is not to disparage DirectMusic at all - no single tool is the right solution for every job, even within its intended scope). Saul.