I'm no iTunes/Apple fanboy but...I love my iPod 160Gb Classic. I don't care who made it, it's a great DAP, IMO. Bought mine as a refurb over two years ago on the Apple Store website...still runs like a tank with incredible battery-life. I think it sounds great, it's stupid-loud, and I can cram all of the albums I can stand for on it...even @ Apple Lossless. To me, that's what a great personal audio player should be. I guess the reason I'm sharing this with everyone is that I just can't hate iTunes. I think most of you are right about the "bloat" (though it doesn't affect me on my PC,) but I feel it's one of the better "commercial" media players out there. (There's far more granular control than with Zune. Zune software is very user-friendly but, for me, that plays against it. The Zune 80Gb that I used to have was decent and a good iPod competitor, IMO.) ...that said, I would NOT recommend it for those with simple or older PCs. It will run well on Macs (of course) and modern "higher-end" PCs. The startup/background processes have no effect on my laptop. iTunes opens faster than Firefox most of the time. 3 seconds avg. / 5 seconds tops. I remember not being quite so fond of iTunes on my Gateway laptop a few years back (AMD Turion x2 / 3 Gb RAM.) The laptop had decent specs (even for now) and I had the 20 second startup times as many of you do. I think it's great that we have choice though. Foobar 2K is a great player. I use a portable version and have nothing bad to say about it. If I plug in my external HDD wherein all of my FLAC-archived CDs are stored, I'm certainly not going to convert them to ALAC just to listen to them I agree with Michael W: Mac users have it made with this software. Windows users have to be a bit more selective weighing many of the things said in this thread against their PC and how it will perform. I sympathize with greynol as well in that one should not have to use a computer that is equipped well above their needs to run this program satisfactorily. It doesn't make iTunes look cool in any sense. googlebot said: "Tell me any application that is able to browse through huge walls of album art as quickly & smoothly as iTunes can." If that's important to the user, I believe he's right. I love the coverflow.