There will be vertex count, UV map, joint parameter, and morph changes in M3, undoubtedly. I'm only holding out because M2 doesn't give me the fine control required to create true, realistic, accurate Asian faces. V3 isn't perfect, but much, much more is possible. Plus, M2 can sometimes be a little to "superhero" or "muscleman" for more androgynous or younger characters. BYS