I had some terrible Yahoo ap my ISP forced on me as some partnering deal. I have pulled it out by the roots and I am hoping the freeware AntiVir XP will do the job. Still even with my anti-virus turned off I hit this weird wall with figures over 30 or 40,000 vertices... I can put as many V2 and M2 as I want in a scene practicaly but if I bring in a blank V3 it all goes to hell. Weird. I apreciate you guy's help... maybe it is a CPU problem, maybe it is the off-brand memory I have?