Again - thanks for all replies. Yes! I am using DSM. The machine used in this project is PFAFF Creative Vision. I WILL remember in the future to use backing that will use the same or close to same color thread top and bottom. I DO use W & N 100% cotton. It is mostly for machine embroidery but is also a good quilter... I went to my fave LQS today and they pretty much said what you all said. Owner suggested I use a smaller needle because maybe what I THINK is the dark poking thru is just a bigger hole than I need showing. Well ! THAT makes sense! We also decided to use a thread color a few shades lighter than the brown in the backing. If it does show thru it will at least be less noticeable than the black I was going to use. The back thread will probably show but at least it will be tonal and not stick out like a sore thumb like the cream color I am using on the front. Hope this makes sense. SO with everybody's help you may have figured out a way AROUND my dilemma. so thanks again everybody.... until I have another problem for you to solve.... HAPPY QUILTING.