Hmmm, by making some complex scenes I had the same problem - especially with the texture-maps -. My quick solution for not-being-nerved with many many popups to define the texture-location was simply to give Poser exact the name of the texture but using a smaller texture for that ... I found out that it seems to depend on the texture-maps (if you use many, it will increase the need of RAM in an enormous way. Another problem seems to be that Poser can't flush the memory - so if you're planing to load a really big scene (>70 MBye) it is wise to close poser - wait until win386.swp (I don't know the Mac-Synonim) is at a normal size and then restart poser again and loading the scene ... I know this isn't exactly the problem you had - but maybe it'll help ...