Microsoft to launch Windows 10X as a web-first OS without local Win32 app support

Windows 10x Mock Laptop Close
Windows 10x Mock Laptop Close (Image credit: Daniel Rubino / Windows Central)

What you need to know

  • Microsoft is planning to launch Windows 10X without local Win32 support.
  • Windows 10X will support streaming Win32 apps from the cloud instead.
  • It will compete with Chrome OS on low-cost PCs in 2021.

Microsoft has remained tight-lipped regarding its plans for Windows 10X. After announcing a pivot from dual-screen to single-screen PCs, the company hasn't yet detailed what to expect from Windows 10X when it launches next year, including how Microsoft plans to position Windows 10X alongside its bigger brother Windows 10, now that they both run on the same form factors.

I know many have been itching for new information regarding Windows 10X, as have I, and I've been keeping a close eye on Windows 10X development internally. Up until recently, not much had changed in the Windows 10X builds, but in the last couple of weeks I've had several trusted sources come forward to confirm the removal of a significant feature.

VAIL, the technology Microsoft uses to virtualize legacy Win32 programs (opens in new tab) on Windows 10X via containers, has been removed from the latest internal builds of the OS. I'm told that this is a deliberate change as the company moves to reposition Windows 10X as a platform designed to compete at the low-end, head-to-head with Chromebooks with web apps front and center.

The pivot to single-screen PCs is what drives this change. Originally planned as an OS for flagship premium PCs in the foldable space, Windows 10X will now be launching at the very other end of the spectrum, on low-cost tablets and laptops designed for the education and enterprise markets.

Microsoft's local Win32 app layer will not be present when these low-cost PCs launch with Windows 10X next year. Users will be able to run UWP apps and web apps powered by Microsoft Edge, but not legacy Win32 programs. Web apps will be the driving factor for app availability on Windows 10X, just like Chrome OS.

Keeping Windows 10X 'lite'

Windows 10x Mock Laptop Office

Source: Daniel Rubino/Windows Central (Image credit: Source: Daniel Rubino/Windows Central)

I'm told that the big reason why VAIL won't be part of Windows 10X on these low-cost PCs is because of app performance and battery life. These low-end devices just aren't powerful enough to virtualize legacy Win32 applications on top of Windows 10X without slowing things down, which defeats the purpose of Windows 10X being a modern, lightweight version of Windows.

However, Microsoft knows that shipping a product called "Windows" without some form of legacy app compatibility is suicide. As such, Microsoft is planning to ship Windows 10X with support for legacy app streaming using the cloud. My sources have confirmed this technology uses tech similar to the already available Windows Virtual Desktop (opens in new tab), an enterprise service that lets companies run applications installed in the cloud on client PCs as if they were native.

Microsoft will be going after the Chrome OS market in a big way with this change. It will be targeting the people who only really use web apps in their daily workflow. I'm told Microsoft will be pushing the web versions of apps like Office, Skype, and Teams instead of their Win32 or UWP counterparts to really drive home the idea that Windows 10X is a web-first OS.

Interestingly, I'm told that with the removal of VAIL, Microsoft can now proceed with Windows 10X on ARM powered PCs in addition to Intel. Originally, VAIL was the reason why Microsoft was limiting Windows 10X to Intel-based PCs, but with ContainterOS gone, that limitation is lifted. We'll have to see if any ARM based PCs will be ready when Windows 10X launches next year.

What does this mean for dual-screen PCs?

Surface Neo Twopane

Source: Microsoft (Image credit: Source: Microsoft)

My sources say that Microsoft still wants to launch dual-screen PCs eventually. With the ongoing pandemic and current economic conditions, Microsoft doesn't know when this will be. Launching an experimental, premium PC market in these global conditions is risky, and Microsoft doesn't want to launch Surface Neo until these conditions improve.

That said, I'm told that when Microsoft is ready to launch dual-screen PCs, it will be after 2021, and VAIL should be included. VAIL isn't launching on low-cost PCs because of performance issues, but I'm told these performance issues are less of an issue on devices with more powerful specs, like many of the dual-screen and foldable PCs that are in the works.

Microsoft is essentially planning to sandwich both ends of the Windows market with Windows 10X. You will see Windows 10X at the very low-end, and at the premium high-end with experimental form factors like foldable PCs. I'm told you likely won't see Windows 10X on traditional flagship PCs like the Dell XPS or HP Spectre line anytime soon. Outside of the low-end and experimental high-end, Microsoft wants OEMs to continue using legacy Windows 10.

In the last few months, Microsoft internally has "refocused" its efforts on legacy Windows 10. I'm told Microsoft is planning significant updates to the Windows 10 user interface and experience in the next year or so, but I'm still digging for information about that. Microsoft has already confirmed to Windows Central that it plans to bring some of Windows 10X's innovations to Windows 10, and I would bet that includes some of Windows 10X's modern interface changes.

My sources say that Microsoft is planning to reach RTM status with Windows 10X in December and begin launching the first low-cost Windows 10X PCs in the first half of 2021. Microsoft will likely use the Surface Go 3 to showcase Windows 10X, as it would look bad for Microsoft to launch a new version of Windows without its own hardware to go along with it.

Coming full circle

Windows 10x Mock Prox Windowscentral Dark

Source: Daniel Rubino/Windows Central (Image credit: Source: Daniel Rubino/Windows Central)

If you've been following along with Windows 10X's development since before the product was officially unveiled, you'll know that reports originally described Windows 10X (codenamed Santorini and Windows Lite at the time) as a Chrome OS competitor. This pivot to single-screen PCs that takes aim at Chromebooks isn't a recent idea; it's been part of the plan since the very beginning.

At some point between those initial plans and Windows 10X's unveiling in October 2019, Microsoft decided to halt its Chromebook competitor plans and focus on the premium dual-screen market instead. A few months later, once the pandemic hit, Microsoft decided to go back to that original plan, launching Windows 10X on PCs that compete with Chromebooks first instead.

Of course, these plans could change again, but assuming they don't, what are your thoughts on Microsoft's repositioning of Windows 10X without local Win32 app support? Let us know in the comments.

Zac Bowden
Senior Editor

Zac Bowden is a Senior Editor at Windows Central. Bringing you exclusive coverage into the world of Windows 10 on PCs, tablets, phones, and more. Also an avid collector of rare Microsoft prototype devices! Keep in touch on Twitter: @zacbowden.

  • Holy ****. Seriously didn't see this coming 😂 I mean I knew they were planning something like this but not this soon. Kudos to MS for making this move. They should really improve experience of their office online web apps they work fine for the most part but still not as smooth as Google docs.
  • Completely agree. PWA's is where it's at for Win10X
  • Soon? Define "soon".
  • Coming soon to a device near you
  • Grabbing some popcorn for the comments.
  • Really happy with the move. One of the best moves MS made in windows as platform in a while. This can really make arm-PC shine. For example I want something like surface-go for the same price but arm. I don't care about the desktop apps. Just edge and some apps should run natively. Rest I'll do with web apps just fine.
  • Welcome back Windows RT. We barely missed you.
  • Aside from the fact WinRt required specific app development. Win10X has PWA
  • So UWP support is still included? You can install Apps, just not Win32 Apps? Or are all Apps PWA?
  • The article states UWP and web apps.
  • W10X without WIN32 support would be perfect for AM powered devices. If they release it just for X86 chips, they will lose a great opportunity.
  • Good decision. It's time leave behind legacy constraints in order to challenge, or at least to try to, Apple and Google.
  • Ok nice.
    Should we expect better performance and better battery life from this Windows version ?
  • Theoretically yes as stated in the article
  • The majority of the world is just so entrenched in Chromebooks. For example, my school districts IT department lives and breathes chrome blood. Our superintendent made a statement that all remote learning will be based around Google classroom. I just don't see Microsoft winning. They failed in mobile space and fell back on Android and they will do the same with Chrome OS. X will die and we will see Microsoft branded chromebooks...
  • MSFT seems to be late, you are right. W10X will not be launched till sping 2021 or later.
  • You mean the majority of the webfirst world right? Not The majority of the computing world...because there is some serious echo chambering going on if you think the world has gone chrome OS.
  • True. Outside the US market chrome books have been failing hard. But considering MS already has millions of schools outside the US already on the Bandwagon of windows, they have got pretty great chance with this version. ARM + UWP + Web apps + Edge chromium is the device many people want but won't pay $999 for something like Pro X. If surface go did something like this I would buy that in a heartbeat considering my workflow on a tablet. I would let go of the ipad for surface go because I'm not into apple ecosystem so ipad will just keep giving me that vibe of "should have had an IPhone for easy sharing. Now go with hoops and loops with android device" 😂 this has been the case with my old ipad. Windows doesn't have that nearby sharing works like charm between multiple windows desktops and your phone app now even supports calls from android phone. All set for a good ecosystem.
  • If you consider US elementary schools to be 'majority of the world' then everything is correct. However I don't think that most people will put equal sign between those...
  • I'm pretty sure that "most of the world" you are talking about is just US. Seems very US-centric to me as other countries, Chrome books hasn't fully dominated schools, it is still mostly Windows. Heck some even use iPads on some developed nations. Here in Australia, as far as I know, they still push Windows laptops at least on most schools. Office 365 is heavily pushed here, especially on Universities and technical schools.
  • Majority of the world?? I live in two regions (Europe and the Middle East) and the amount of people and organisations/enterprises that I have seen using chromebooks are less than what I can count with my hands.
  • US is not majority of the world. Majority of the world don't know what's a Chromebook is.
  • Not including VAIL on low-end devices makes sense, but I really hope they provide it as an optional component on high-end tablets and dual-screen devices. I still see the future as a lightweight portable device that provides the full computing experience when connected to screens, keyboard and mouse, basically a Windows 10X Continuum. Trying to make the distinction between WinRT and Win32 apps disappear with Project Reunion to avoid the "UWP app" versus "desktop app" confusion only to release a version of Windows that can only run "Windows apps that only call WinRT APIs" seems like a bad idea though. One interesting side effect of having, let's call it wCloud (Win32 apps streaming), as a consumer service is they could provide wCloud clients for Android and iOS, letting Windows desktop apps run on competitors OSes as well.
  • This is exactly needed but they won't do it. As it kills the appeal of devices with win10x in the first place. Just think about it. If iPad got this then people would just buy ipad and do the work in windows occasionally when needed. Same goes for Android tablet market which is still better than windows tablet market. I think that this web based 10X will be available in tablets from samsung that competes with ipad and ipad mini and ipad air lineup for similar prices. Makes a lot of sense with their partnership with samsung in the past years have grown stronger and stronger. Samsung one ui is really example of that a lot of ms services are becoming native slowly and that's a good thing take the best of what both companies and merge them. For example samsung would never be able to make their could service successful in the mainstream so MS fills that gap by providing native Onedrive backup support right into the samsung gallery app and file manager. Same goes for a lot of services. Samsung makes great hardware and they are also on the next gen arm chips from their own side so overall cheaper device for Samsung to make considering they make a lot of parts themselves already. Latest example samsung released 2 versions of their samsung galaxy book S one with arm and one with Intel lakefield because they can write-offs aren't as heavy for them as it would be for some other brand like MS or Google.
  • Don't do it, would kill a lot of interest in the device. I personally like the way it is shaping up, the loss of x32 would kill it for me and I wager a lot of other potential users. I know office has been repacked to be delivered this way, but I want the option to boot up MSQLSM when I need to mainly that one, but am sure there are other x32 I would miss if I think about it...none the less I think the Neo's hopes would be diminished without it.
  • Don't worry bro they will only kill legacy support in Lowest of the lower end devices like those below $300 laptops which will probably be able to run on arm after this as the entire basecode of windows 10x is native arm except the legacy app support part. Higher end devices that ships with Intel AMD chips will support legacy apps just fine. They need to take this step if arm is ever going to be adopted and more native arm apps support from devs ever going to come. Many and many devs will be coding for arm MacOS this is the right time to make this move.
  • Don't want to sound rude but did you read the article?
  • Neo is at least two years out according to the article. I doubt it gets released at all now. 10x and Duo have to be hits first. It is going to be tough for Neo.
  • I now believe Neo coming this October and Surface Pro X 2 will be running Windows 10X I think they were surprised everybody with the Surface go X running Windows 10 X
  • The Neo is delayed until at least Spring 2022.
  • Did you read the article. They are really talking about launch and Windows 10 x without 32 support.
  • A better question is: did you read when Microsoft, you know the company who makes the os and device, has announced the Neo is being delayed from its holiday 2020 release date?
    You seem out of the know on this one..
  • 😂 😂 information link please 🤣🤣 I know people have speculated that is going to be delayed by haven't heard anything official
  • They just haven't updated the website. Also from microsoft: Nevermind. They make it seem like it is from Microsoft, but is just from their contacts. Now it has been confirmed by many trustworthy Microsoft blogs. Don't expect it for a couple years, if ever.
  • 😂 😂 😂 That link takes me nowhere 😂 😂 😂 let me go to my Windows PC I'm getting off of AndroidVista
  • Well this just seems like another confusing marketing disaster from Microsoft in the making. I'm fairly well read on all this stuff and even I'm not sure how this new vision for Windows 10 X differs from Windows 10 S. When choosing a laptop or other device and being confronted with the confusion over the different flavours of Windows, I think many consumers are likely to just go with what they perceive as the simpler choice of just MacOS or ChromeOS.
  • Difference is base cod of windows is native ARM64 unlike 10S which was **** in the first place. This OS is exactly what device like surface go needs. If surface go with same form factor provide me with native full blown windows 10 even without legacy support I would buy it because of the use case of that small device. Those who wants legacy support can go for Pro lineup. But many people would be more than happy to get double the battery life from surface go by sacrificing legacy support because they only use few selected apps and mostly browser for everything.
  • As long microsoft (and others) start bringing their software (like visual studio or at least vs code etc) to UWP platform it's great news. Otherwise it's useless for students (at least for those who learn real science). Streaming all that sw is bullshit couse having a internet connection is not guaranteed in many places.
  • Visual Studio is very complex. It's a native process with WPF for UI and other components that run in the background. Porting it as a real UWP app is very difficult. Visual Studio Code on the other hand is built with web technologies so it could technically run on Windows 10X but Electron is not currently compatible with Windows 10X.
  • FWIW, people can use the online version of VS Code, Github Codespaces. It's the same as local VS Code, but it runs in the cloud.
  • But you need to host your project on GitHub. You can't edit local files.
  • Can I have a phone with this OS Zac? :)
  • I'm pretty sure that someone will try to do that.
  • Would you want a phone with ChromeOS?
  • In order for people who are already familiar with Chromebooks to buy into the web-first 10X, 10X will have to do something that Chromebooks cannot. It is not clear what that something is. All the Google and Microsoft web apps are available on Chromebooks, plus Chromebooks run Chrome browser well. Will this be the case on 10X? Even if it is, this just bring 10X on par with Chromebooks. Being able to run Win32 did offer an advantage over Chromebooks. In short, it may just be that 10X is for people who prefer Windows to Chrome OS, but there is no clear advantage.
  • I think this really could be big for the group of people that would like to use Microsoft products but see the advantages of ChromeOS. For our small business we have tried out chromeOS and think it's would be a really great use case for our company but Office365 is just a better product. Plus Google is creepy (personal opinion but still think they are creepy). If they made an OS as easy to deploy as ChromeOS but with Microsoft products I think this could be really big. And protect them from Google's onslaught. Especially as more companies then ever have considered ChromeOS with the whole work from home Covid situation. I only wish they would release this faster. I feel like Microsoft has amazing ideas but definitely the slowest to release them of the major 4 tech firms.
  • Office 365 can now run on Chromebooks. This does reduce one of the attraction of 10X over ChromeOS.
  • This is a very valid point. I think the difference here is simply Microsoft's already existing dominance of desktop. There will be some commercial advantages and some minimal technical integrations for large organizations for example who already have a large Win 10 estate to just use 10X for those parts (say frontline workers) where the full Win 10 is not needed. In short these types of customers, if they already have or are considering ChromeOS its only because there was no viable Microsoft alternative available. But ordinarily yes, without a very clear advantages versus first to market (e.g. as was the case in mobile), it would have been a really hard sell.
  • The licensing fee will be a big adoption factor...
    Make it free and they may have something. Charge like windows and fight a very uphill battle
  • Hopefully, Windows 10X (or whatever they call it) will work well with existing Microsoft IT infrastructure. That will make is easier for IT administrators to deal with devices.
  • Zac, I'd really like to know how the Cloud support for Win32 apps will work. For example, as some have pointed out here, many Microsoft Store apps are now based on Win32 -- it would be confusing if they don't run on this, more confusing than RT or S, which would at least run everything from the Store. UNLESS users can add them Win32 Store apps just like any other Store app, but they're really just adding them to a cloud server that hosts them, seamlessly and invisibly to the user. That would be interesting and effective and ironically it would these low-cost ARM devices that would encourage Win32 apps to be added to the store. But that's also pure speculation on my part. Is there any indication of how cloud support for Win32 will be integrated with the OS (e.g., Store-only installs, user-based installs, etc.) and will it truly be web-only, or will some things other than the web browser also run locally?
  • This move by Microsoft will only fragment the Windows ecosystem even more. With Project Reunion Microsoft said that eventually everything will be a Windows app but that's not the case. With RT and S, you knew what you could run but that's not the case with 10X since you can't even run most Store apps since most of the are now based on Win32 API. Even third-party UWP apps like Files bundle Win32 components. An average user wants all the apps to run smoothly. Streaming apps is a terrible idea. Not everyone has a fast internet connection. Windows 10 S is better since there you can run any store app even Win32 and you get the security and performance benefit.
  • "Streaming apps is a terrible idea. Not everyone has a fast internet connection."
    Plenty of people do. And you don't need a very fast Internet connection or low latency to run lots of productivity apps remotely. This isn't about gaming, for example.
  • > This isn't about gaming, for example. Sure... did you ever try to type up document in Microsoft Word through the store-based Remote Desktop app connected to the cellular network while riding the train? If not, you should -- it will add some interesting perspective. Could "streaming" be done better? Likely. Is Microsoft capable of making it better? If the quality of the Remote Desktop app is any indicator -- unlikely.
  • What hardware was the remote instance of Microsoft Word running on?
  • Sounds like another disaster in the making and yet another service we will have to subscribe to in order to get our devices to do what we need them to do instead of making regular Windows less resource intensive. Whatever, Satya is gonna' Satya.
  • Yup. Sounds like they're gonna get everybody hooked in and then start charging a fee.
  • Just like Windows 10! Remember they said it was going to be free forever, with updates, and the smart people were like "Nuh uh, it's going to be Windows as a Service! Just watch! They will charge a yearly sub for it." Now who's laughing. I just got my $240 bill in for Windows 10 Pro just to use it for the next 12 months, otherwise, my computer gets erased. Such BS! Thankfully, we have comment though, which always see through this stuff.
  • They can't make windows less resource intensive without dropping "legacy" things like win32. I'm not saying I agree that it should become a subscription based model for streaming win32 apps, but I'm not surprised and they still have to do something like that in order for it to have a chance to succeed
  • In the old days when software lag, they built bigger hardware.
  • So do Win32 apps in the store work?
  • It would simply say not supported when trying to download the app from the Microsoft Store I guess.
  • Or there will be a way to automatically activate the cloud-based Win32 functionality.
  • I think this is a good move. With .net 5 coming and the promises of what Blazor offers not only on the web as a PWA, but also eventually as a desktop app, the potential is there. I myself as a developer am excited, but with some caution. Blazor and WebAssembly will be the future to replace win32 apps.
  • I'm kind of confused here. Isn't Edge Win32? Are they reviving legacy UWP Edge? What about Win32 Centennial apps in the store? If I remember correctly packaged Win32 apps were to be treated slightly different in Windows 10x but they were running in the same Win32 container. Seems kind of dumb doing this tbh I mean even ChromeOS can virtualize Android apps. AGIAN ISN'T EDGE WIN32????
  • Also were does Project Reunion fit in all this mess. Clearly UWP and Win32 are not merging under a unified platform in Windows 10x
  • Heh... if you are to believe the people, who did WinRT panel during the Build, project Reunion is wholly WinRT-based. That thing is neither fish nor fowl... erm neither Win32, nor UWP... go figure. Don't take my word for it, go watch WinRT session -- it is not that long and is quite entertaining. Please, note, in this context WinRT (Windows RunTime) has no relation to Windows RT.
  • Sounds interesting. Tbh I don't really understand what Project Reunion actually does besides it somehow will standardiz APIs so hopefully I'll learn a thing or two.
  • That's more or less correct. The APIs will be separate from the frameworks. So there won't be a set of UWP APIs that can't be used on Win32 apps, or vice versa. They'll be Windows APIs and you'll be able to use them no matter what type of app you plan on making. They'll make them available through Nuget Packages.
  • That's my question as well. Unless they have a plan to move new Edge back to UWP? They have to if they want to bring it to the Xbox.
  • This move is not an attack on Chrome OS, it just isn't. Its a defensive move against Chrome OS and the Ipad. When it comes to PC (MS has the largest number in the world by far), Microsoft will always be trying to defend its position. Chrome OS is a big deal in the US when it comes to schools and some small businesses, but nothing really to scare MS so far. Something changed in the pandemic. I suspect that people finally realized that a computer is pretty useless without a web connection. I suspect people are starting to care less that they need a connection and more on how easy it is to use and collaborate. Google claims that Chrome OS is doing better in business during the pandemic than ever before. Maybe Microsoft are seeing these numbers and though clearly not a threat to windows yet, they are moving to shore up a weakness in the windows PC armor. Good move MS. I think the end result is something like 10% mac, 10% Chrome OS and 80% windows. Chrome OS got a lot of growing to do to get to that 10%. I think they will though because for a portion of the population it is the best choice. I think Google thinks so too as they recently split Chrome OS development from Chrome proper. Either way should be fun to see how it works out.
  • "I think the end result is something like 10% mac, 10% Chrome OS and 80% windows. " Right now it is Windows 78% and Mac 18% world wide. In the U.S., it is Windows below 70% and Mac over 25%. THESE are the numbers Microsoft is seeing.
  • This figures do not match Apple MacBook sales that have been more or less the same over the last few years
  • But Windows PC sales have been declining for the last 10 years. There was a small increase this year due to everyone working from home, but the overall trend is WAY down. Besides, there are more Macs than just MacBooks.
  • I believe Mac sales have been more or less flat. So, Mac global market share will probably stay at the number you originally stated.
  • Spring 2021 / Spring 2121 ....
    always 'coming soon' with Microsoft.
  • So, Microsoft is going to turn Windows 10X into a warmed-over version of Windows RT? What a disaster. I know that Nadela is demanding that EVERTHING either relies on Azure Cloud to continue driving that revenue stream, or it gets no development money, but please.......this is a very BAD decision.
    PWAs have been tried before, and the developers IGNORED THEM. With over 2 billion win32-capable devices out there, and MAYBE 100K Windows 10X systems (after a year), which one will you put the time and effort into?
  • "With over 2 billion win32-capable devices out there, and MAYBE 100K Windows 10X systems (after a year), which one will you put the time and effort into?" Same as today. iOS and Android. Because there are around 5 billion Android and iOS devices.
  • So Just another RT. This will be dead on arrival.
  • Looks like this is the good new spin. Zdnet story shows 10X moving to Spring 2021 on one screen, with duel screens in 2022. Looks like the Surface Neo is out until 2022, do not know that we will see the same thing as what we saw in 2019.
  • Build 2021. We decided to discontinue windows 10x in favour of brand new version of windows called windows Windows 10Z.
  • Since this OS will not run 32 apps well, It is logical to remove them. I have little interest putting my stuff on the internet for the taking (every few days we hear of hacks getting tons of data), so this is fine for the surfing crowd. In fact, I am actively converting to Linux on my 10 old PC's at home. I will dual boot several for the many apps I have that are Win/86 only. Plenty of browsers, Office and such on Linux. Blender and Audacity are on both. Adopy clones are kind of catching up but Gimp is not Photoshop. Mainly I will not pay Microsoft a yearly fee for thier OS so I leave it to you when it comes.
  • Nowadays even many Store apps are becoming Win32. With RT and S, you could run all store apps but here only pure UWP apps. Recently they ditched to UWP version of Skype in favor of the Electron version but now there going to release a version of Windows without Win32 support.
  • The framing of this article feels off. Is it really true that W10 was "originally planned as an OS for flagship premium PCs in the foldable space"? Based on the reporting at WC, that was only a part of the story. It was always targeting lower-end PC use, like education and thin clients. You even say that in the article here. So strange to frame this as a huge shift. The big shift already happened: away from foldables. But even there - again, according to your own reporting - foldables were only a part of the general strategy for W10X. Also, the headline/tl:dr shouldn't be "Oh no, no Win32!", it should be: "This will be a full-on virtual desktop platform when it comes to Win32." Which, as far as I can tell, is a good thing, not a bad thing. That makes sense for low-power thin and light devices. I really just don't get the confused frowny-face framing here.