He Gabe, Yes, you're right: only Win2K is designed to handle such large amounts of RAM. That's one of the 'drawbacks' of RAM becoming so cheap... we can buy al lot of it. :-) So basically you're stuck with 2K. So... back to basics. I take it you've tried to reinstall Poser already? Then: have you already tried making your pose with non-textured figures, and apply the texture only at the very last minute? I would really like to know if that makes any difference.