Thanks Tony, although, since i didn't get an immediate answer, ( I posted over at RDNA last night, then went to bed) I decided to muscle through and continue weightmapping. I'm pretty sure I didn't get rid of all the pokethru, but I do think it's vastly improved. AMy biggest problem though is that the weightmap brush seems to be sporadic in how effective it is. Sometimes I can sit there and stroke that brush forever, and nothing happens, then all of a sudden something does happen.