Here's my two cents... 1. Win ME is the worst version of windoze ever made, maybe XP is, but that's debateable. ME allows so many services and operations to automatically run behind the scenes that it is an absolute programming nightmare. Win2k pro is by contrast one of the most stable versions made. (and I run a dual boot ME/2k machine with both OS' on the same partition). Ok, that said, it is a major mistake to ditch the home kernel OS version of Bryce. There are many programs that home users have which require 98/ME (hence my necessity to dual boot). While I sympathize with the programmers, this is a blunder because Bryce has a LONG ways to go before its taken on the level of Maya, etc, which are NT only. Furthermore, with the Corel Office 2002 debockle that has them touted as a laughing stock (and has cost our office tens of thousands in lost productivity due to bad coding and refusal to fix/support) all I can say is gloom and doom if they ditch the people who are their main market. 2. Personally, I would do everything in Win2k pro if possible, but it ain't possible yet. Very stable platform with SP2. 3. All that off my chest now, I'm a die hard Bryce fan and have been since version 3. I very much like what they did with B5. The upgrade was great and worth the money. The render engine doesn't detract as some suggest, cuz all that you quick render folks need to do is low quality no AA and you'll be rendered as fast as B4. For the folks who want better images, and are willing to do the pain for the gain, the new render engine has way more options!! Tree lab is fabulous. Light lab didn't really add much, but it did simplify things. The interface chages in the terrain editor help a lot too. 4. You really have Bill Gates to thank for this. No open code and he changes his OS so often that the third party programmers can't keep up. He releases programming info to the big companies that are not in competition and the others have to struggle. Thus he controls who is good to use and who is not. And blame it on the community that has to have the latest toy. I'm a die hard PC user, but fact is, Mac's look better and better every day. pointigary, Johnpenn - I agree with you. (This has been edited to remove my b*#@^ about Corel WP Office 2002 and the serious issues that are taking place at work over it.) Bryce, its ok to move up the block a bit, you deserve it as a program, but don't move too far from home lest you find yourself in a strange neighborhood with no friends. You're not going to knock Maya off the block any time soon, so don't try just yet.