Hi Sparky, Windows Sound recorder produces a .wav file and depending on the configuration ie Sampling frequency, Bit density and mono/Stereo it can take up quit a bit of memory. A typical CD quality recording using 44.1KHz sampling rate, 16 Bit resolution and Stereo sound, will use just over 10 Megabytes of memory per minute. You didn't say what configuration your 120 second recording used but if it was CD quality I should imagine very little of it would be stored in RAM, if any! Remember that Windows needs quite a bit of RAM to run itself, even without any applications active. With that small amount of RAM, the PC is most probably using 'Virtual Memory' for much of the time and of course that means lots of hard disc activity, since that is where your virtual ram is located. So I'm not surprised that you pc 'Goes Crazy'
You really need more than 48Mb to do any serious work.
I used to regard the Windows Sound recorder as a bit of a 'toy' until recently. Given it's limitations, it is still capable of producing very good results.
As far as playing an MP3 file is concerned, it must be using less resources to play.

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Willum