Yes, it's an another app or utility that conflicts with poser! Mainly, i'ts because, Poser "leaks" or overlaps it's memory demands onto other already reserved adresses... How, do i know? I ran a custom app to see what happened... For me, it was my "DirectCD" for my Burner that was being attacked by poser's memory leaks! And, i too had to switch to the desktop, then back to Poser to get it to work properly! For me, upgrading to Win2K did improve things a lot!! But, with my new system, it doesn't do it anymore... It would seem, that Poser likes the New Memeory Chips a lot better! :-) They are 512 megs P-133, Cas2(This is what makes all the difference..) Anyhow, Sam! If you have DirectCD or any other App in the tray that you don't use much, then ditch them!! The best way to go about this, is to boot under a new user name and set a minimal configuration for Poser!! Hope you find a solution!! Marco