Vic has a pretty high poly-count & fairly high-res textures. Ditto the changing fantasy suit, & probably the other items as well. Poser can get confused keeping so much in memory. Does it still happen if you save off the scene in a PZ3, exit Poser, reboot, exit any non-essential background programs, restart Poser, load the PZ3, and try to render again?(this clears all the other crap out of memory) If so, try using lower res textures, or none at all on a few of the figures or costumes & try again until it renders okay. My system has the same amount of RAM as yours (although my processor is faster (P4-2.0Gig)), and I've managed to do renders with 8 assorted Vic & Michael characters plus 9 other characters. What's your OS? (Mine is XP) **** ALSO, make sure your poser (if version 4) is upgraded with the free V4.03 upgrade at Curious Labs site. If you have Poser3, It's just overloaded.