Many thank yous for the responses there. Seems like I forgot to delete the history on the geometry and once I did I was able to set the skin weights far more successfully. As far as the little popping thing with tthe elbows and knees, it seems like I can't get around it. The animator I work with thinks that it is probably just because of moving the limbs at full lock extension, but I wish there was something I could do to get rid of it, even though the popping effect is slight. Hmmmm. Guess I'll just keep searchin for the answer to that one. Stretch