This is pretty strange. PIE.htc appears to be getting downloaded, but is not getting executed, as I can see by putting this in the URL bar: "javascript:alert(PIE);void 0;" -- that alerts "undefined" which shows the script is not running.

Looking at the requests in Fiddler, I can see /PIE.htc getting downloaded, but that is immediately followed by an attempted download of /Content/Styles/PIE.htc which returns a 404 because the file is not there. I don't see anywhere in the code that you're referencing the file at this path, so I'm confused why it would be trying to access it there.

I see you're also using IE9.js -- perhaps that is rewriting the stylesheet such that it is changing your behavior style to point to the incorrect location? Just a guess.

You're correct jason,

<!--[if lt IE 9]> <script src="http://ie7-js.googlecode.com/svn/version/2.1(beta4)/IE9.js">IE7_PNG_SUFFIX=".png";</script> <![endif]-->

^^ that line there is screwing with it.... Not sure how I'm going to deal with it yet....but wanted to let you know that you're right, that's the problem. Thank you so much for your time and help