Thanks to all for the information...at least now I know I am not doing something wrong. It is just the way the program works. I think the MATS are still better than going thru all the loading of textures..especially for V3. I just thought a MAT showuld just load the texture and I could be on my merry way. And I know now I have not frozen up when it repeatedly asks for a texture I can see is there. Many thanks to all of you for answereing.