Glen Wilson - Hi! Don't know if you ever got your problem fixed, but last night I experienced the same thing exactly! same feezeup - same message on screen - Contacted Curious Labs - they're very FAST in responding, they gave me the same suggestion I gave you, which was to backup, reinstall, restore. But I was determined to track it down, so I ran some diagnostics, & discoverey my Textures folder had grown to over 298 Gigs! - Most extrordinary, as my C:drive is only 30 Gig :-)) I knew I was on to something, so I poked around until I found a folder that was over 290Gig by itself. Somehow Windows had mis-processed a text file in my Azl-Craftsman furniture texture folder as a folder, then decided every 30 characters or so was a file name, so by the time it finished allocating one cluster to each of these not-files, it reported the huge folder size. & hundreds of superfluous entries (or maybe thousands, as windows, feeling surly & guilty about it's screwup, kept crashing as I was looking into itG) I have Norton2002, so I ran DiskDoctor 4 times & finally it stopped finding problems in that folder. There's still a zero-length file that crashes windows when I try & view,delete,copy, or otherwise deal with it, but I know how to deal with that. (Poser boots up fine, now) Anyway - Thought I'd let you know, in case your problem persisted. Either way, please post a comment here, & let me know how it's turned out! Good Luck!