"i have a scene with 239,000 polygons that is crashing Vue5Inf. Admittedly, the textures are all hi-res. There are 138 seperate textures." Well, this I think clears any doubt if to blame memory leaks to polygons or to bitmaps! :-) Anyway, I will add to what Agiel wisely said, that those who have the privilege to own Photoshop 8 or higher, can take advantage of "bicubic sharper" mode, which is excellent for resizing bitmaps. i don't know other programs such as PSP, but it's possible that they too have similar features.