Well, I shut down all programs before running Vue - or XSI or C4D - sometimes I'll leave my mail open when in PS, but Bridge is such a memory-hog I am shutting mail down more and more because it slows things down so much. I know I can have several apps open at once, my wife does it all the time, but I just want to give my computer a chance to handle what I'm doing with the most resources I can give it. Right now, so far, I can't say I've had any problems with "memory leaks" in Vue - haven't gotten the "out of memory" except once when I wanted to render something obnoxiously big (I think I set it to 6,000x10,000ppi) just to see if it can do it - I only have 1GB of RAM, so I knew I was about to make it upset at me. So far, despite many complaints I've read about, my experience with Vue has been great - it does everything I expected of it. But given that I have XSI, C4D, and access to 3DS Max6, I don't expect that much from it. Just to put everything together in a scene that I create in the above mentioned, texture them (just basic textures - anything really custom I'd do in, again, above mentioned), light them, maybe the occasional ecosystem, and render. I just didn't think to check the Task Manager to see how everything's going. I also just had no idea what that particular compaint meant as it never seemed to happen to me - and yet they claim the software ALWAYS does it, and it's a nightmare to deal with. (confused look on face) Basically, I didn't get it... Thanks again- -Lew ;-)