"A few things... they stabalized the editor a LOT for UT 2004... and even bundled a version of Maya for modeleing along with it." But that's the point - Maya PLE doesn't use the Unreal engine - it only makes meshes. UnrealEd uses the Unreal Engine. I'll have to fire up UeD for UT 2k4 and see it for myself, but I've been hearing from friends still doing the MOD dev thing that the editor still has some bugs in it. And if the guys who wrote the engine still have problems coming up with a good enditor for it, what chance does CL have? Don't get me wrong, you are right in that it never hurts to see what's out there, but there's more to it than just taking the engine and tacking on a UI to it... /P