Forrest... thanks so much for your thoughts on this... I did take a look at the linked video, and yes, very helpful... and I also took a look at the Blue Yelti... great looking mike... thanks for the feedback. I've been picking up some stray noise with my current mike, as I turned up it's sensitivity... background noice, popping when it's switched on or off... it even seemd to pick up what seemed like a pulsation from possible the motherboard fan or someting... the pulsing was there on the sound file from Storyline direct, and vanished as soon as I turned the mike off... I did a sound recording directly within Windows, and has the same pulsing, when the gain was high... I was able to reduce background noise by reducing the gain, and then increasing the volume by increasing the wave form... but... I'm thinking new mike, and recording the audio, possibly outside of Storyline... Seems like other take that approach... record audio and bring it into Stoyboard as a file, vice recording it directly, though it's quite easy within Storyboard, though with less cleanup tools... anyway, thanks again for taking the time for your thoughts... All the best... D: