Hmmmm... yeah, this problem is driving me crazy. Thanks for the responses so far. I've tried sending the client header request with a no cache setting... I've also tried changing the document age to something very high so it will always be considered "not fresh". Something out there is caching this information and giving bad data... what's strange is the URL I'm passing is different each time (dynamically generated by filling in parameters passed in from the URL). If I take the same exact URL and drop it into my browser I get the correct http response every single time. But, using LWP::UserAgent it's bad bad bad. What is strange too is every time I make a request the responding app creates a cookie with a session ID... I can see the cookie and it shows up and it's different everytime... so I assume the request is actually making it to the server. I see this problem with a proxy server and without.... BUT, if I move from one proxy to another every few hours I'll get one good response... then all repsonses after that are old and incorrect. The cache munchkins are toying with me! Arg! Btw, in this particular situation the subroutine is only being called once... then the program exits. But, how would I get rid of this leak? Thanks...