Well, I upped from 98 to win Me, partially because of this problem, (but mostly because win 98 sucks :) and I have the same problem, I can get a way with V2 and the "updo" or V2 and the hires maps, but all three and it still hangs. Though that is better than on 98 where it died with plain V2 and "updo" so... I'm running a P3 700 with 128Mb on my laptop, but it used to do the same things with complex scenes on my AMD 650 with 256Mb desktop, (also running win Me) so I'm more inclined to believe it's a poser problem, but one that is aided and abeted in the exreme by the crapness of windows :) later jb