It is a well known problem for all versions of WMP, and 12 (Win7) included, that it does not stop accessing the internet, even when you tell it to. I have unselected everything under tools>player , Privacy and Network I have set it to File>Work Offline I have unselected Windows Media Player in the "Allowed Programs" in the Windows Firewall. WMP still chooses to download album art, and alter my existing folder.jpg files. I want it to STOP!! So for the moment, I have changed the drive permissions, and set SYSTEM and AUTHENTICATED USERS to only have Read & Execute permissions. This works and stops WMP from adding or modifying files But I wonder if it will still try to download the files over and over and over just failing to write them. I live where bandwidth is limited, so WMP trying to download them over and over could be an issue. Any ideas?