smiller you lucked out. most times that message presages a freeze and no way you can click out. Awhile back on a bullsession at PoserPros, Jaager said Kupa told him there was a poly limit for the core Poser engine-- which we all know hasn't changed with P5, right??--The base polys of V3 are right around that limit-- or the fully morphed version is, one of the two. Memory is the first thing to go with age, ya know. So, since that little conversation, I've figured that running V3 on Poser 5 was working on borrowed time much of the time. There are ways to keep it going-- cutting off all the extra functions of XP, things like that, cutting texture sizes back. But that's the one I hate to do-- I paid through the nose for that texture and I Can tell the difference. In the last analysis, you're gonna have to purge the memory often. I went from one pz3 to another Once on P5. I was able to save it but couldn't render it-- and this was with simple scenes with a reduced textured Stephanie-- only one figure. I just just don't even try it anymore. If i want to do more than one scene in an evening, I close out the program and reboot-- it still might not work, I'd say 30-40% of the time. Emily