Ron I don't know if the silverefl.pict IS the right file but I downloaded the classroom, without renaming or otherwise altering the silver file referenced it 8? times and it worked. the problem you are having is that the pr2? file references the texture 8 or 9 times and asks where the silver file is each time. Bikermouse, having some degree of patience, found this out by looking at the main prop file and counting the number of references, then going through the procedure the required 8-9 times. - " patience my a__!! I want to kill sumpin'"