Are you using on a Mac, or PC? There is a known problem with the Macintosh and Photoshop. Below is copy/pasted from the Adobe Web site: Some users have experienced system lockups while using painting tools and brush sized cursors, on Macintosh systems with ATI graphics cards. The Apple OpenGL update ( http://www.apple.com/opengl/ ) contains updated ATI drivers that fix this problem. The drivers on the ATI site will not update video cards bundled with Apple computers - you must use the OpenGL update to get the correct drivers. Even if you haven't experienced lockups, we suggest updating the drivers if you have an ATI video card. A recent revision of the NVidia graphics card driver has introduced a very similar bug for sytems with a GeForce2MX or GeForce3 video card. Version 2.1 of the Nvidia graphics card extensions (in the system extensions) will lockup while you're painting in Photoshop. The current workarounds are to disable the Nvidia system extensions, disable the Direct Cursors Photoshop extension, or downgrade to version 1.1.1 of the Nvidia drivers. Version 2.1.1 or later of the NVidia drivers (available from Apple's web site or in MacOS 9.2 and later) fixes this problem. [end of copy/paste] If you're not using a Mac, this won't help... -Jay Arraich