>>edit poly/mesh modifier, the poly count jumped. << I'm pretty sure what's happening is related to terminology, Angela. Faces are triangular and are the base building blocks of mesh objects, polys (as in Editable Poly) are a different definition of the surface intended primarily for games engines and generally are quads. A poly usually contains 2 triangular faces, but can have many more so when the geometry is a poly object is has X number of "polys", but when collapsed to a mesh object has many more triangles. At render time (at least with the scanline renderer, maybe MR) everything is converted to triangular mesh behind the scenes anyway, so Editable Polys can potentially slow you down. I usually convert to Editable Mesh when I'm done with poly editing tools. Create a teapot, apply Edit Poly modifier and check Object Properties. Then collapse and check again, you'll see the count shoot up. Hope that helps. Ted