Michelle - Yea...also, the grain is sort of "blurred" out in that one; going from 2571x3895 to 424x640 tends to lessen detail and then I didn't do any sharpening on it. Final photo is about 40% of the original. A lot of the grain that's showing up comes from trying to clean the blacks up. Heck of a lot easier to do that with color. May try it again. Didn't even notice the loss of detail until you said something (that's what happens when you stare at 8 or 9 photos one right after the other). Think I may try again to see what I can do with this one. I've been toying with a multi-layer idea for cleaning b&w noise/grain. May as well give it a shot on this one. BSteph - Ummm...if I remember correctly, it was wearing a shawl, granny cap and glasses. -=>Donald