Hey, your'e taking all the easy answers away. :-( Based on your error message and other symptoms, I'm still betting it's a texture thing at this point. Here's one trick that I use to speed up my Poser-in-Carrara renders and it may help out here too. Most of the M3, V3 etc. have High and Low fidelity textures with them. Unless you're doing a close-up on all the characters, High fidelity texture maps only add time (and memory usage) to a render WITHOUT adding to the quality of the final image. Swap High to Low textures for all characters that aren't close to the camera. (easy to say, righ?) BTW, having Low fidelity texture maps also accelerates opening the Carrara file that has all the Poser content in it. Hope this one is the silver bullet. :-/