THats what I was afraid of. I have 12 different facial expressions, now I have to recreate them all. : ( Oh well... What happened was that I converted it to Sub d's and made the Blendshapes, but I decided to make everything back to polys, and recreate the blendshapes.. , I guess because I went back and forth between Subs and Polys, it dosen' think that its a copy from the original anymore. oh well. Thanks alot Kurt, Brian