JeffH is right, doing just the deleting of materials left me with exaclty the same crap I had to begin with! (Hey, Jeff, good to see you're still around btw!) What I ended up doing to five different models, sigh, is Loding a fresh one using replace current character...keeping all porportions and geometry modifiers and all that. For each character, I then retextured them and saved a new pz3 (These didn't include custom morph targets) Then I converted Pz3 to cr2 and then morph managed all of their morphs over, but this would not include full body morphs. Grr. So, then I used Cr2 editor to cut and paste body definitions/morphs, loaded an empty scene and brought back in the new cr2...made sure everything was the same between old and fixed characters, and discovered to my suprise that now ALL materials were co-existing peacefully. Finally, resaved the new, fixed pz3 of basic model with added texture maps for Jaagers new uv Millie. It was a huge pain in the ass, and on one model I can't see the genitalia map at all, even though there's a genital morph there and a map selected in materials. Hmmmm... -Darth