okay, okay, it looks like i'm getting closer to the resolution.... it appears that either by accident( :confused: ) or by the objects design, i am actually creating at least 2 other threads at the same instance when i am starting the enumeration loop, so when i go to close it, the first actually closes nicely, its the others that are left in the loop that start #itching .... So, i'm off to see the wizard, the wonderful wizard of Threads to see what I have to do get home. Now, if i could only find my way.... :~ string Beautiful; Beautiful = "ignorant"; label1.Text = "The world is full of " + Beautiful +" people."; Why is common sense such an un-common comodity?