If it's hanging up at "Adding Objects" or something similar, I have that problem with multuple high-poly figures in a scene. P% hair would probably add a lot of polys. The problem doesn't seem to be memory related, or texture size related. I had a long back and forth with CL support on this and nothing was resolved. At the time I was running P5 on a second drive. Re-installing it to the C: drive on my XP system seemed to give me more wiggle room, why I don't know. It's a frustrating problem, especially when trying to render any of Hanksters cars along with M3 and clothing and a prop scene. Even dropping bucket and texture sizes don't make a difference, and I've got a high-end machine (3.0ghz P4/HT 1gb ram). And you're right, switching to P4 renderer does it fine, but without the effects I want.