I have a large project built in as3. Part of its main functionality is to load and unload various as2 swfs. The problem is that the memory ins't free up once they are unloaded. I have access to the as2 swfs code base and destroyed all objects, stopped and killed timers, listeners, removed from stage, destroyed all the MovieClip.protoypes that were created. They look to be clean as far as the AS2 debugger show no remnants of the object after the destroy function is run. In AS3 i've closed the local connection, cleaned all references/listeners to the AVM1Movie and ran Loader.unloadAndStop(). The trace out in flex says the swf was unloaded but looking at windows task manager the memory usage never drops to when it was before the as2 swf was loaded. Each as2 swf can take up to 80 megs each time it's run so memory gets eaten up fast and loading and unloading a few as2 files. At this point if the AS2 swfs are unloaded the only thing that I can assume that could be left is MovieClip.prototype and/or _global, _root variables add during the AS2's run time. But i've gone through those and can't find anything else that might be sticking. Has anyone ever seen problems before with the AVM1 machine not freeing up its memory?