I'm running XP SP1 and it works fine for me- but that probably isn't the problem. SWELL does use some Microsoft Visual Basic stuff- I THINK. Unfortunately SWELL is neither a well documented software- nor a polished release- but for me it has worked surprisingly well considering it was basically written by a Grad Student (and Jazz Musician) with no previous software to his credit. BUT-it did get him a job working for DISNEY- and more recently DREAMWORKS! But- back to the Crashing... I don't really know what the answer is- WAIT! I think I know what it is- GLUT32.DLL- that needs to be in the SWELL directory! Do a search on your computer for where it resides and then COPY it into the SWELL directory. ALSO- you need to be using a relatively recent ATI or nVidia Card (and drivers) for the procedural stuff to work right. One other thing- depending upon when you downloaded SWELL- I had placed a phone call and some emails to Purdue and got them to POST a couple of more little "help" and "Getting Started" links- so make sure you have those. It's nothing technical- just some basics on how SWELL works (previously you were forced to GUESS and HACK at it) so its a little bit easier to figure out. Too bad they haven't made a true Windows version. I actually think they could sell a LOT of copies to the 3D communities!