Well, I rebooted the server and then ran my sp and it worked in under a second.  Go figure?!

I did find out that if I changed one line it ran in under a second:

HAVING      (dbo.vShipping_WOIDItem_Balance_KIT.BalLng <= 0)

If I took the less then away it ran...

Since I don't know what that means, or how to run it I will have to say:  I don't know.

Also, what does the SQL...