it did not actually crash and burn..just sat there with no disk activity. It sat at one percentage number for over 20 minutes, without advancing. The image had 1 sun and 3 point lights. 2 cloud layers, some minimal fog, water, 2 terrains and 1 tree, a few grass clumps and a couple flowers, 4 planets and stars. As far as I know, no transparencies and only reflections for the water. I have 384 megs of ram on a p3 500 mhz machine. I have 2 gigs available as swap space for windows. Does this help? Thank you for your responce Agiel. Maybe I will try a render again tonight and leave it over night. The time it got to 100% then stopped, only took an hour and 43 minutes.