sigmadog, You won't go wrong with Version 3. I don't believe there are any major changes to motion paths however. I use the motion paths quite regularly. As long as you do all of your editing on the first frame of the animation, everything will work out all right. But manipulate the motion path on any other frame and you'll end up with a mess. The only exception to that rule is moving the timline along the animation and then specifying how far you want the object to be at that point in time using the distance slider in the motion path control. You probably already know that. I thought I'd just bring it up if you didn't. Mark