What I was convinced the scheme was that the GPU processes all the mesh data and textures but that the video memory is shadowed in RAM for direct access by the CPU but the order or approach there doesnt matter as much to me as does the effect of video memory on application space. Does the video memory take space from the available space for the application execution? If I have 4 GB available for the application as Vista dictates then does shadowing 4 GB total video memory leave me no room to execute the application? If so you would think the application would crash immediately with an OOM (out of memory) error but I might be misunderstanding how this is supposed to work. Thats how I came to ask my question.