And here I was thinking that I was unique with this little problem?!? The render I just posted here at the galleries http://www.renderosity.com/viewed.ez?galleryid=690170 was giving me exactly the same annoying little pop-up! I am running a P4/1.9Ghz/1GigRAM with almost 19Gig free space...the scene mentioned above weighed in at about 800 objects, 16 lights, approx. 150Mb in size, and well under 3 million poly's. I always hide and make layers invisible before rendering...except when I forget '-), and have rendered much larger files in the past...yet am still finding myself in this same situation! Any other thoughts on this matter would be greatly appreciated! ==steve==