FyreSpiryt, Poser 4 works great on Windows 98se. I am using Windows 98se and I have no problems with it.(And I agree with you about Microsoft's so-called alternatives) Windows 2000 does have a better memory management than Win 98se. But, Win2000 itself consumes more memory which if you are not on a top of the line machine, you will lose memory. Big thing is to follow igohigh's first point about turning off background applicaitions. Also, if you have wallpaper for your windows background, turn that off. That takes way too much resources. Best advice is to get as much RAM as possible. (Windows 98se has a limit of 1 GB of RAM.) This should be helpful.