DrJest...i finally killed the process..after 2 days i decided it wasnt coming back and i could have re created my work in much less time :-) I killed the process, rebooted, and defragged both drives. Everything is running a lot faster now, and renders perfectly. I actually rendered a 1200x1200 150 dpi picture in about 20 minutes, with 3 or 4 shadow maps, and a total of 8 lights. Of course, i was using v2 instead of v3...so she could have been my problem. i will check that out and post the results later on. Try defragging and see if that helps! Brooke