Can't find anything about the max files open on a XP machine but what I did find if it's correct it very low like a bug low. 256? Like stupid low. Lower than win 95 Now that may not be right but there is programs out there right now and that's the max files open at once on XP. Your problem is probibly textures. Too many, too big ones. If that's the size of poser textures well that's the problem. Think 4000 X 4000 X 32bit is like 512 meg right there. Aren't swap files great? Hey BTW this is not the only program on XP that has this bug There is much more of them. It's XP Now I also read about XP computers dying faster with 1 gig of ram than with 512 meg of ram. Rendering BTW Things to try. See if there is anyway to turn off previews in textures. Other things. Try saving the textures on poser objects as Vue textures so it does not convert them on import. This probibly will not work, worth a try. The thing that I noticed with textures is that vue does this sort to put same textures as one preview in the texture browser and that takes a really long time with lots of textures. That comparing sorting kills it. Find and get a memory defrag utillity. I've posted many links here in the past to such programs. ie: MemTurbo like programs) There usually free. They will force a spool to disk way faster than windoz will and can stop random crashes like that by saving to the swap and defraging the memory in one quick second. I use that all the time with my computer and that maybe why I have such good luck with it. It's usually the only program that I do leave running while rendering and working in Vue. Big textures like that you'll have to really take your time. Find out how and set your swap file to some bigger number like 1/2 gig min. Remember there is also free ones that do the same thing but you can at least try this one for free. http://www.memturbo.com/ Oh and do you have like one big partion? Like over 100 gig c drive? That could also be a problem right there. It's not a 64 bit machine yet.