Hello, I am new to the Apache thing. I normally do asp.net and recently made the switch so I would still be considered a rookie. The setup that I have is mainDirectory/members where I have the .htaccess file restricting users from the users folder which works fine. My issue is that when i go to my may directory which contains a blank .htaccess it prompts you for a username and password. When you hit ok or cancel it pops back up. If you hit cancel or ok enough times it goes away. I do not want it there at all - Any ideas? Any help would be greatly appreciated. Thanks