Under 64 bit Fedora 17, Gnome3 and Cinnamon have been giving me a rough time under VirtualBox 4.1.16 running under 64 bit Windows 7. I was even giving it 128 MiB of video memory and 1 Gib RAM. So when running under VirtualBox, before you ditch the Beefy Miracle for some Asparagus, try this at a prompt:
$ gsettings set org.gnome.desktop.session session-name ‘gnome-fallback’
This keeps Fedora 17 into Gnome fallback mode. You don’t get all the glitz and glory from Gnome3 or Cinnamon, but it works. This is more a less of a note to my self. I got this from at Fedora forums from a slightly old post.