I have 98SE too, it has it's problems, certainly. But due to my video editing HW/SW needing absolute stability, and I have that now, I can't afford to try upgrading, the consequences can be weeks of rebuilding my PC. Tht's right out. However, I intend to rebuild over the summer. New system HD, and Win2K. I have Intel PIII 1 GHz, 896MB RAM, about 3 Gigs of swap space. Lots of RAM definitely helps, I get no disk swapping at all in Poser, or for that matter in Photoshop. (!) If I put 2 heavy Mil figures in a scene, add hair and clothes, texs and bumps, I'm buggered. I get your problem. Solutions: 1. If you've been modelling, or turning cameras, or saving the file, doing anything at all in Poser - then before you hit 'Render', wait 10 seconds. That gives Poser and Win a chance to settle their memory issues together. Invariably, if I forget to wait, I'll get a hang, sometimes even with one fig, especially if I use the DAZ Updo hair or other other large hair. 2. Bump maps occupy huge memeory space. Cut them down in resolution or cut them out altogether. 3. I use very large texs, I prefer 4000x4000, but that's a killer. If I have a scene that hangs consistently, I bring the texs down to say 2200x2200 (That's about a quarter of the 'volume') and the render will work fine. 4, Don't put stuff in the scene that doesn't have to be there. 5. If anything is 'off camera' for a particular shot, first save, then throw out that stuff for the render. 6. Make sure you don't use lots of different texs for different parts of the same figure. Combine all the best bits to one tex. That way Poser doesn't have to load so many texs. 7. Once you've had a hang, leave Poser :o] and reboot. Do not 'cheat' and just restart Poser. The same applies if you get invisible body parts on loading, like missing parts of a catsuit. Then you should save and reboot. 8. If starting a new scene and throwing out the one you've been working on, don't just 'open' the new scene. Do this: First 'Close' the old scene, then create a 'New' empty scene, then 'Open' your next Pz3. It makes a difference! :o] FishNose