Funny that you should mention that. The following is from a email that I shared with Anthony Hernandez about an unrelated issue on Poser 4 but that ties into Win Me: --- Dear Rob, At the risk of sounding sarcastic (which is NOT my intent), I believe the operating system itself is the problem. Somewhere, somehow, something in Windows itself got tweaked. At least that's my suspicion. Having used all flavors of Windows extensively, it is my professional opinion that Windows ME is not worth the CD it's printed on and that it's a significant downgrade from Windows 98 in terms of stability and usability. (me) You're not telling me anything new. I'm a Navy computer tech, so I'm more than aware of the inherent problems with Windows ME. To be honest, I figured somehow that the wonderful mess of codecrap known as ME might be the case, but I wanted to make sure I explored all possibilities. 1) Run Scandisk, Defrag, and an anti-virus utility. (me) Forgot to mention that I did all of that as well prior to the third installation. Didn't mess with QT or any of the other plugins; I may have to do that. B) Upgrade to Windows 2000 or XP. (me) Okay, if that "unofficially" solves the problem, that's a good thing, as I had planned to do this anyway. Win ME, frankly has been a pain and this isn't the first MetaCreations alumnus program that ME hasn't liked (getting Bryce to work on this system was a nightmare). --- He further went on to add that in Curious Labs' tests with XP, the program works FAR better and in fact renders in some cases up to three times faster than with Win ME. Hope that helps, -Rob