I discovered that when the movie maker has like 9 or 10 previous saved projects or files you saved overtime i.e."(pins).the memory error occurs,and for some reason clearing the temp folder doesn't always fix it.So,I went into the Registry and removed all the old projects that are not relevant.here is the path for me,see if your is identical.Computer\HKEY_CURRENT_USER\Software\Microsoft\Windows Live\Movie Maker\RecentI kept the only one I needed and removed the rest.so far it looks clearer and cleaner,but I wont know until it finishes.I am hoping this thread will help those out there with a Sol