here is the part of the requirjs api I was referring too... I took this to mean that if someone(us or users) accidentally inlined(with script src="whatever") an amd module along side requirejs, the order was not guaranteed... because this seemed error prone(and we had the karma/browser setup duplication anyway) i moved everything to a main module that would take care of resolving dependencies, making it obvious to users that putting script src tags in the HTML(or the karma config file, without included: false) was going to shoot them in the foot(i should add a doc about this though)... does this make sense, or should I clarify/rethink it. I agree, it 'seems' complex, until the whole module thing clicks, it felt like i was running against the grain, then when it clicked, it seems to be correct, but honestly I'm not an authority on this topic, nor do a lot of people seem to have strong opinions about it (yet)... anyway, the api doc anchor: http://requirejs.org/docs/api.html#data-main... totally up for discussion on this one, it's probably one of the bigger questions(revelations?) i had this past week...