There is a well-known limit of 256 folders in any library if you are using Poser 3,4 or ProPack. If you manage your libraries and only have installed what you truly need and are using, it is easy to stay within this. If you let files install themselves willy-nilly or install megapacks with 40 shades of eyecolor and 20 lipsticks... you will run out of space real fast. A few merchants are setting their MATs to install in the camera or other directory, which I find even more deplorable. That ONLY increaes the clutter and who in this middle earth is going to search-and-destroy eye color MATs if they are hiding under cameras or lights? You have a few choices. The first is most obvious: backup your files and thin down the Runtime. This will allow it to load faster and you will be able to find what you need without scrolling endlessly. The second is to purchase a product called PBooost which may or may not work for you, and which is PC-only. You will then have to organize your folders into ranks which can get loaded. The third is to upgrade to Poser 5 which has nested directories and the ability to have multiple Runtimes. You won't have to throw anything away, but you will still have to organize your stuff so that you can find it again. There are people who chafe at the limit... but the alternative is scrolling through 12000 names hunting for that lipstick! Carolly