YFYI: V3 also comes with a V3toV2 character that can take V2 textures and wear V2 clothing. The grouping is different than V2, so the V2 MATS wont work, but you can apply V2 textures manually. V3toV2 has no body morphs, but she can use all of V3s head morphs. So if you already have a lot of V2 clothing and textures, you still can use them with V3. And as others said, no V2 file will be overwritten or replaced by V3. They are two completely different meshes. stahlratte