While trying to do what the mod_perl guide reccomends as a performance increaser (not loading CGI.pm, and using mod_perl's functions as replacements for what CGI.pm does and doing PerlSetupEnv Off).. I realized that CGI.pm was being loaded even if I had no pre loaded modules.. All I had setup was Apache::Status perl handler for a <Location> So, i looked at the code a little bit, and realized Apache::Status was loading CGI.pm.. it does a check to see if Apache::Request is loaded or can load and uses it if it can, and if it can't, it resorts to CGI.pm.. The catch? There is no Apache::Request module..at least that I could find..in my 24 and 24_01 installs.. Instead, I replaced the require Apache::Request with Apache, and where it tried to get a handle, I made it Apache->request() and it seemed to work.. Another thing I noticed... CGI::Cookie was loading CGI.pm for three functions, unescape, escape and another I didn't look at... in reality, unescape and escape reside in a module called CGI::Util, which CGI.pm uses (in newer versions of CGI.pm) .... wouldn't it be more efficient to load CGI::Util.pm which is 5k, instead of CGI.pm which is 205k in newer versions..? Modifying all the above resulted in Apache::Status no longer saying CGI.pm was loaded.. --