512 Meg isn't enough virtual memory for Steph! The "out of memory" in Bryce gives it away. Bryce is very good with memory. When using win98, I had set my virtual to 4096 Meg min and max (so it doesn't do that drive chugging thing while it adjusts the size) which seemed OK. Also, there's a MEMORY UPDATER for Poser 4.03 available free from CL. It allows Poser to use memory above 2Gig (including virtual). H:)