PS CS3: PSD image content is completely altered

using photoshop cs3 on windows 7 ultimate 64-bit, amd phenom ii quad-core processor, 8 gig corsair memory. it's brand new custom build machine.

my psd file went looking (300 ppi, 8-bit rgb, 20 or layers):

to (300 ppi, 8-bit rgb color, flattened image):

this sucks. ideas occurred?

thank you,

- sanchez

try making composite layer before flattening. keyboard shortcut ctrl + shift + alt + e.

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