OK. I'm getting closer to getting this. Thanks for the help.. The problem is that I'm working on a system with severely horrible code, and I can't change existing scripts.. So basically I need a way to 'secretly' require files inside foo.pm without letting main:: know that I required them.. (so existing scripts that depend on the .pl's will not break) Know what I mean? 'do' will force the .pl to be reparsed, but it also remembers what it read, like 'require' do I have to do something yucky like dumping the file into a scalar and eval'ing it?