Well... I'm still using Dopus 9 and love it. I need to get that out of the way/out in the open up front. TC is amazing because there is little that it can't do, it's pretty convenient/intuitive to use and the price is amazing ($34 for a licence that is good for upgrades until further notice. That might sound scary, but no charge has been made for an upgrade in years). Anyway, I run WinXP Pro in Classic mode and don't mind the look of TC in the slightest. It runs off a USB stick, too - without the necessity of buying an additional licence - and you can take all of the plugins with you as well. Look at XYplorer as well... You'll probably like the GUI better than TC and it, too, comes with USB compatibility for "free" and features a lifetime licence. It doesn't feature dual pane viewing but it's use of tabs and the context menu makes moving/copying files around between folders as convenient as a dual pane manager anyway. It's an excellent alternative to both DOpus and TC. As noted elsewhere, though, the price is going up on Oct. 1 so check it out now - it's currently $29.95 going up to $49.95 and I am not sure that the new price will include lifetime licencing...