No I am just doing simple masking techniques and luma keying with some color correction. All AE plugins no third party ones. I am running AE CS3 on an Apple running Mac OS X. Its a dual quad core (intel) with 5gb of ram. Even after I changed the settings from, Multiprocessing to not, I was still seeing the bright frames. That is until I made a tiny adjustment in my composition and then had to ram preview again. Then it was gone. I am pretty well versed in AE but since the move from PC to Apple and from AE 7 to AE CS3 theres been a lot of things that just work differently that I have had to get used to. Thanks again for everything.