I thought i was pretty close after clearing that last hurdle, but no such luck. I can get my track loaded into Dev mode and my temp textures are loading fine on all of the surfaces, but my car is completely frozen in place. If i let it sit there for a minute or so, it'll temporarily lock my machine up. It clears up after a few seconds and i'm able to kill it via task manager, but it's obviously broken. I found another thread where someone mentioned a similar situation, but the fixes suggested in that thread didn't work for me. I keep going over and over tutorials and forum posts and looking at other tracks - nothing sticks out to me. Whenever i'm this stuck it's usually something simple that i overlooked and i'll probably slap myself if i can ever get it figured out. But for now i'm about as frustrated as i can get. If anyone can see anything i'm doing wrong, I'd love to know what it is. And thanks for all the help thus far! it's gotten me close to getting this damned thing working right, now it's just this one last problem... i hope. Here's a link to the venue folder to drop into Locations in Dev Mode: http://www.isaacaubrey.com/rF2/MCO.zip And here's a link to the Max project file. It opens in Max 2011: http://www.isaacaubrey.com/rF2/Skoggit_01_FirstTown.zip I probably would've given up on this thing awhile ago, but i've been taking a class in 3D modeling and i'm dying to give this track a proper work-over with what i've learned. Hopefully this will be an easy fix and i can finally get to work on it. Thanks for any help!