I haven't a clue what the problem is with the skeletons. I did a very close comparison between this code and the old code and if there is anything different, it must be very subtle. I saw that you mostly copied and pasted, so it makes a typo unlikely. Is it possible that the loading order or timing is significant to Cal3D? Perhaps the models are getting loaded before OpenGL is initialized or something bizarre like that. Whatever it is, it's a misplaced pointer somewhere in Cal3D, but chances are we're passing it to them. >can we please try and keep >regressionsto a minimum. thanks -mike > > Damn. There goes my evil plan to force us back to Phase 1 and make us start Phase 2 all over again. That's it. I quit. Darryl