Nancy, The texture files can be located anywhere on your computer. If they are under Runtime it makes it easier for Poser to find them. You don't need MAT files at all.* You certainly don't need them clogging up what ought to be a "pose" folder. *If the MAT file includes pose, texture, morph, and scaling information all in 1 click it may be useful enough to justify its inclusion in your libraries. I have kept Bloodsong's birds of prey MATs in the Library because of the major body-shaping involved. I would not do it just to change the color on a shirt! Another point: if you are constantly scrolling down lists of 250 folders, you are going to kill your wrists. Why not simply bring in what you need for a project and then move those files back out again when you're done? If you are baking a cake, you bring out the eggs, flour, and sugar, while the macaroni, peanut butter, and canned spinach stay in the cupboard, right? Carolly