"k - the debug.wrl showed the errors I needed to fix. They were a result of a noise modifier I used. However, since the part that was messed up was the top of some cliffs... I didn't give a rat's a$$ if optimize screwed my faces around. Long story short - I fixed it, thanks for help, and you can't see the area optimize made ugly unless you use (cheat_super_jump) - lol