Brian, So you inherited from System.Web.Security.MembershipProvider? Yes & No, I copied and pasted the DotNetNuke.Security.Membership.CbsAspNetMembershipProvider class and rewrote the CreateDNNUser method which uses a custom stored procedure that has the UserId from the other db as a parameter. I also had to rewrite the CreateMemberhipUser method because our db that we want to have the User data in has an identiy column starting at -int.Max, which causes an error on the install of DNN because for some unknown reason there is logic in the install that if the Host and admin accounts don't have an id greater than one to throw an error. Did you compile your Membership Provider as its own dll? Yes, and I also had to change the web.config for the DNN site to use the custom membership provider. The xpath for the members node is /Configuration/dotnetnuke/members. Let me know if you need anymore information.