I've got PG2 on Win 7 64 bit and was having all the problems mentioned here....I've now got compatability set to Win 95 and set to run at 256 colors and 640x480 screen resolution....I've also downloaded the palettestealer suspender that one of the suggestions below recommended....I\ve unzipped that file and use it to start the PG2 game....only played a couple of hours but so far seems to have fixed all of the issues...here's to keeping my fingers crossed that it stays that way....give it a try and see if it helps.