Ok I figured it out how to stop the flickering, and have the HDR Mod along with the GT5 hud mod. Before I only could have one or the other since both use the d3d9.dll. So basically you would be overwriting it, thus removing one of them. I had two copies of d3d9.dll. One was for the HDR Mod, The other d3d9.dll was for the GT5 hud. I couldn't have both on the same time. Here's how to fix that Rename one of the dll's. In my case I left the HDR mod to d3d9.dll, and I renamed the GT5 Hud dll to d3d9h.dll. Go to your enbseries.ini file in your game directory and edit it Here is the original: EnableProxyLibrary=0 InitProxyFunctions=1 ProxyLibrary= I changed it to: EnableProxyLibrary=1 InitProxyFunctions=1 ProxyLibrary=d3d9h.dll I now have zero flicker, GT5 Hud and the HDR Mod.