Having struggled getting subs for 2841 and the time being after midnight I was starting to close up the observatory when I noticed the sky had suddenly become clearer than it had been anytime during the previous 4 hours. With the moon having now become less of a factor it seemed foolish not to continue imaging so I quickly tried to find another target. NGC 3938 seemed well placed so I started on a fresh set of subs and obtained 15 with no trouble whatsoever in a nicely transparent sky....A bit late to bed but worth staying up! ....3938 is a nice face on spiral also in Ursa Major. Details: 10" f4.3 Newt. 15x 8minute exposures @ iso1600 with CLS in DSS, CS2 & XAT.