XP sp1. All found updates installed. No other programs run in the background. It just does not make sense. Vertial set at 3 gig. 1 gig DDR400 dual channel. Second computer networked for the internet? Same here. I have checked and rechecked the swap setings and locations. The whole scene is polies. Been exported as a ASCII and then back to MB to clean up. Deleted the history and optimized the scene. No texture file images in the scene. Nothing to be safe.