If I may... Keeping the textures as TGAs is silly. They take up more space than DDS and the quality is not noticably better. Changing the textures to DDS for five characters saved about a megabyte of space. For those who don't know, to use DDS, you change MIP# to MIPS. You need only one. I use a 256x256 DDS usually. They also need to be vertically flipped from their TGA counterparts. Don't ask me, I don't know why. MK