I'm having issues with iTunes 10.5.3.3. So far I'm not impressed with iTunes and I find it mostly brain dead. Background: I'm a Windows XP SP3 user and I use Windows Media Player (WMP) 11 for my media player. My *MUSIC* library is about 140-150 GB. 1,400 albums - 16,700 songs. I rip all my music to MP3 @ 320kbs. Album art is stored as folder.jpg in the album folder. My *PRIMARY* portable media player is a Dell Axim x50v running Pocket PC 2003SE. It has Windows Media Player 10 Mobile for Pocket PC. I store my MP3s on 65GB Compact Flash Cards for use in my Pocket PC. A 64GB CF card cost $125 - a 128GB CF card is $1000 - I use 64GB (and a couple of 32GB cards). Windows Media Player 10 Mobile for Pocket PC can *NOT* display embeded art - it MUST have a folder.jpg in the song directory to display artwork. Please no comments about FOLDER.JPG being old technology - it is what it is and it works on my Pocket PC. I'm not getting rid of them. I have spent the last 6 weeks ripping all my CDs to MP3s and getting it all organized. I spent hours tracking down the proper artwork. Some albums I had to scan the artwork myself. I redid all the wayward MP3 tags using MP3Tag 2.49b (and there were a lot of bad inconsistant tags!). I keep my music sorted into 62GB chunks on my computer: My Music My Music II My Music III (Big Band) My Music IV (Classical) My Music V (Church) My Music VI (Christmas) My Music VII (Spoken) My Music iTunes Bought My Music zz RIP (This is where I have WMP rip CDs to so it's easy to find new rips that will need some MP3Tag tweaking). This ensures I can load up a 64GB CF Card with out running out of space. I have found that using my Pocket PC in the car is not as easy as using an iPod. It's hard to tap with a stylus while driving. On my last 7 hour drive I used my wife's 30GB 5G Video iPod and it was much easier to control. So I decided to get an iPod just for use in my car. I got a 240GB G5 Video iPod so I can have it all loaded. I installed iTunes and imported my music folders one by one. I moved the iTunes folder to a data drive. So far so good except that just abould all the artwork is missing. I used the 'Get Artwork' command but it only found a few albums. A few minutes with Google and I discovered that iTues doesn't use FOLDER.JPG for artwork. All the work arounds I found have you embend the artwork *MANUALLY* into each MP3 file. I'm not going to do that for 16,700 songs. Now iTunes *SHOULD* have an OPTION that the user can select that says "Use FOLDER.JPG" for artwork but it doesn't - BRAIN DEAD! UGH! So I bought a $5 utility iCoverArt that will take the FOLDER.JPG and insert it into the MP3 files. Worked like a charm. All my songs now have a *REDUNDANT* image stored in them which wastes space (I know the argument that if the song is sent seperatley it always has the artwork with it. BS IMHO). I will have to remove songs from my 64GB CF cards to make space for the embedded images. MY ISSUE: Now that I have embeded the FOLDER.JPG image into the MP3 files, iTunes only shows about half the albums with artwork. The rest are blank. I've checked quite a few songs that iTunes doesn't show the artwork for and the MP3 file does indeed have the artwork embeded in it. So why does iTunes not show it? Thanks for your help!