Thanks Jimmy, I tried your link... it ran almost identically to how it runs when I create a new application from the desktop template.  when pulling windows around (on a new project on my comp) the framerate drops to 15-20fps, and when moving the mouse over the UXDock my cpu usage spikes into the 90's and the framerate drops to 5-9 fps.  I even built a completely blank project and dropped a UXDock component into it, added a few buttons and had similar results (though the low end with JUST a UXDock was closer to 9 fps than the 5 fps i get in a new desktop app.  

I have seen similar performance issues with SL in other apps but this is the biggest hit I have taken on just simple interface animation.  I know the bottleneck is the cpu, SL does software rendering and I can watch my cpu meters spike to the roof when it slows down.  I just cannot, for the life of me, figure out how to improve it.. I have tried enabling gpu acceleration with various testing and no matter what level of the tree I apply the acceleration to, it does not seem to help.  

To make matters more interesting, our UI artist built a similar mac style bubble toolbar component and it runs with outstanding performance. (though it of course has none of the support you guys have built into your controls, it is just an animated bar with mouse over and click events).  Is there possibly something with the extra stuff your UXDock is doing for the framework support that might be affecting it on lower end machines?  And that might be true, can you think of anything that I can change to get it to run better  on dual core systems?

Have you guys, to your knowledge, gotten descent performance with the desktop template from a machine that has similar hardware to what I am running?  (dual core 3.0GHz, 3GB RAM, 256MB GeForce 7800 video).

Thanks again.