This is just a wild guess, not having had this problem myself with any 3D program, but perhaps there is a corrupted model in your scene? You could try removing the Poser figure and save the scene under a different name and close the program. Then try firing up Carrara and see if the Poser-less scene opens fast. If not, then it might be another model that's being mean. Otherwise, it sounds like some kind of big memory leak. Memory leaks were rampant under Windows 3.1 and Windows 95. Windows 98 was much better. I wouldn't have thought Windows XP would suffer from that. Lammoth