Thanks, it gets so confusing. I played around with it more myself and came up to this point. I am totally hopeless at the joint editor, but it seemed that moving the joint centers around a little helped a bit. But there was still too much poke-thru. I may need to scale the pants down to fit unstretched mike and try your suggestion. Better yet, I will go read the readme, lol (teach me to not read the readme!) Maybe if I do that and load the stretched pants as a morph target? ugghhhh I have been playing around with this all day, I think its time for me to turn off the computer and take a break watch a little tv. Gundam Wing is coming on soon anyway :))) Thankyou so much for helping Steve :))