Anthony, You don't say how fast your PC is. On a 1GHz PC under Win2K Poser 5 is way slower than Poser 4 or ProPack. As pdxjims said, you'll not be able to put in more than a couple of charcters, (or 1 with ERC clothing) before you get Poser 5 dials to behave like Poser 4's do with 5 to 10 characters loaded. But many don't see this as a problem, so either they don't mind the slower or more unpredictable response on the dials (you know, what happens when Poser 4 gets overloaded with figures), they don't use the dials much, or perhaps a much faster CPU will hide this effect. 512MB seems to be a requirement. Going to 1GB made no discernible difference - perhaps not surprising, as it can only use 2GB, which is easy to reach with 512MB of real memory. Serious focus problems are present - at least in the PC version - due to the separate window used for the Parameter Dials. You'll learn to compensate (click to focus before doing anything) but it's a pain, and possibly the task switch done between the Paramter Dial window and the rest of Poser 5 explains some of teh slowdown vis-a-vis Poser 4. And remember that Readscript (read Injection, a la V3) doesn't work in Poser 5 unless you install directly in Poser 5 Runtime (vs. leaving in a linked Poser 4 Runtime). Other than that, most Poser 4 stuff seems to work exactly the same in Poser 5 - bugs and all. Only UI feature that is in Poser 5 and not in ProPack is the handy mini-Camera dials at top right of the Preview window. So unless you expect to be able to make use of at least one of the new Poser 5 features, why would you bother to upgrade? As others noted, Poser's dismal handling of memory effectively relies on the OS to "clean up" for it as it goes. Win9x is not up to that challenge. WinNT will try valiantly, but cannot work miracles ;-) There is no available list of reported bugs. Something that CL really should consider if they want to back up their recently declared 'Focus on quality' with some substance - short of fixing all the bugs, of course ;-) In Poser 5 that is, not a for-more-$ Poser 6, thank you all the same. Who3d made the next best thing to an offical list, with help from many of the EVM, but Rosity chose to nix it when they deleted the Beta forum (rather than simply closing it down to new postings). A good question to put to CL's new CEO though - see link at top of page...