I remember Windows 1 and it wasn't that great. I used GEM at the time and it was quite superior to both Windows 1 and 2. I am not quite certain why it failed in the marketplace. Apple sued them for look and feel and it brought updates to a halt and that might have been the reason. I was quite suprised to find that GEM is still around as an open source project http://en.wikipedia.org/wiki/OpenGEM if you want to take a look.