I certainly have had that sort of problem with Anim8or, Steve! That's why I jumped in to answer this question in the beginning. Usually, it happens when I'm adding vertices manually - if you don't zoom in close enough, it's possible to build a "mesh" which looks continuous, but actually has tiny gaps in it. The "fill holes" command does exactly what it's supposed to do, but of course a discontinuous mesh won't get filled, and that's what I suspected here. Glad you got it fixed, anyway. HaiGan, I'd be glad to attempt a more Anim8or specific answer if you need one. Just PM me for an e-mail address.