ok, i will clean the code up some and post it. but like i say, it completes fine, and will even copy files while preserving the original directorys to a new path eg: new_path/$filepath0/$filename0. the problem does come in when i try to copy the $filename0 to $filepath1. also $filepath1 has the same directory structure, but the base foldername is a little different. i want to copy /$filename0 to $filepath1/. it just doesnt make any sense. ive tried everything i can imagine lol. Ill get this code cleaned up and posted. ill try to post a zip file with everything in it as well. so you can just unzip and run the script.