My build was running really really slow. Bumping the heap and permgen for surefire seemed to fix the problem. Its probably either the server starting/stopping so much and not fully cleaning itself up after a stop, and/or we have a lot of open JAX-RS clients Apache Http Clients that aren't being closed from our tests, and/or selenium doesn't clean itself up nicely. Something we might want to look into later. -- Bill Burke JBoss, a division of Red Hat http://bill.burkecentral.com