Ok...my editor needs to have multiple windows, and therefore multiple devices. I've already got that all set up (i've devised a sweet architecture for handling mutliple windows ). Only problem. As far as I know, when you load a texture you have to supply the device its "loaded in" (i guess). This poses a problem for me. I need my windows to have access to the same array of textures. It doesn't make sense that DX would force you to reload ALL your textures for each device does it? Maybe I'll have to, but i'd much rather have them use the same memory (since i'll be loading a LOT of textures).