Ok, heres the deal. I have a Alpha7HO from 3DFXCool. Its a Alpha PAL6035 with a Sunon fan on it. I've put the fan both ways sucking and blowing to no avail. On boot up the system reports ~123°F, once windows has booted MBM5 reports ~127°F, then the temps starts to fall and bottoms out @105F under normal use and with no use goes to around 98F. Then, when I try to encode mpg4 it shoots up to 130-5F and slowly climbs to 138F. After canceling the encode and 30 seconds later I'm back down to 118 or so. I'm using Arctic Silver and have applied it three times. Once on the original install and two times later without removing the board. Does anybody have an inkling of whats going on here. BTW, Sandra reports my CPU temp @ something like 83°F. I've got my Vcore to 1.6 at the moment too. Please help. Thanks to all here, your a great group.