Well now you all bring up a really good point here...Hmmm when everybody gets an out of memory problem do you have imported Objects in the scene and if you do are they mostly from Poser?How many props do you have applied to vicky like clothes and other stuff or is she just Naked?Are the Textures you trying to apply PSD,BMP,JPG or another format and what are the File sizes on the textures and when you are in Poser are you applying the Bump map in Poser then exporting?And since I have 512mb ddr with a Nvidia GF2 64mb I have only had that message on one occasion and that was just a couple of weeks ago and what I did was bring in the characters with little or no clothing then imported all of the objects then reapplied all of the textures seemed to work because I didnt get the message again....