How about using the even older Windows shell called progman.exe?
It resembles the default Windows 3.1x shell and you have to follow the steps below to activate it.
It is available and fully functional in Windows ME and it was even available and functional up until Windows XP SP1 (you can even use is on SP3 and SP2 if your replace the appropriate files with the ones from SP1).
From MS KB Q142255:
"To use Program Manager as the shell in Windows, follow these steps:
1.Click the Start button, and then click Run.
2.Type system.ini in the Open box, and then click OK.
3.Locate the line that reads "shell=Explorer.exe," and then place a semicolon (;) at the beginning of the line to disable the line.
4.Add the following line beneath the line you disabled in step 3:
5.Save and then close the System.ini file.
6.Shut down and then restart Windows 95/98. "
message edited by Soedesh