Thanks again Avalon, I am/was using the basic version. About to do some tests on individual mods to see if there was a specific conflict or simply the volume of mods. I'm doubing the later since I'm running 64-bit, have ample memory, and am using active texture management. Unfortunately there is no crash or Exception listed in the logs, it simply dies during texture loading which would be consistant with a memory issue. I can try the aggresive version to compare against but if that's error prone it might not be a worth while test. I'll keep playing around and if I find something specific I'll make sure to report it. It's an awesome mod!