A semiconductor device including: a silicon layer including a single crystal silicon and a plurality of first transistors; a first metal layer disposed over the silicon layer; a second metal layer disposed over the first metal layer; a third metal layer disposed over the second metal layer, a second level including a plurality of second transistors, the first level disposed over the third metal layer; a fourth metal layer disposed over the second level; a fifth metal layer disposed over the fourth metal layer, the fourth metal layer is aligned to the first metal layer with a less than 40 nm alignment error; and a via disposed through the second level, the second level thickness is less than two microns, the fifth metal layer includes a global power distribution grid, where a fifth metal layer typical thickness is greater than a second metal layer typical thickness by at least 50%.