The grinding of my hard drive convinces me otherwise. Admittedly, I only have 512MB of RAM .... << That's probably poser 5 searching for textures on our hard drive. >>All Windows 32-bit operating systems applications are limited to 2GB. The 32-bit addressing will handle only 4GB, and 50% is assigned to the OS side of the application, and 50% to the part of the application the user sees. So 2GB is it. CL are clean on this one. CL's sins are a) using .6GB of "other Stuff", and b) getting so little value out of 1.4GB left. 2GB oughta be enough for any Poser scene really... But as Poser 2 or (whichever came to Windoze first) through 5 still seem to use the same memory model as they did in the original version (Windows 95 or was it 3.1?), and still loads everything into memory whether you want or use it or not... So only solution besides a simpler scene, is Poser 4 as it has less to load, both code and options. It seems to me that it should be trivial for CL to not load some features, but it cannot be, or they surely would have done so by now. (As well as fix some very basic Windows file dialog issues, lost textures bugs, etc.) But as they have avoided all such efforts for all versions and SRs for Poser 4, Poser Pro Pack and Poser 5, one might have to assume that they are unable to access that part of the code source for some reason or other... << Yes, and knowing a bit about rendering 3d objects, just adding up the expanded textures and geometry the scene doesn't appear to come close to 2 gigs in memory usage. Plus I reduce all my textures to 512x512 or 1024x1024 whenever possible. I've also used virtual ram before and in windows you can exceed more than 2 gig by simply creating another virtual memory buffer. MAX renders far more complicated scenes without hitting 2 gig memory walls.