Have you tried doing a sky dome? It gives a different effect than just placing things as a background. Here's a good tutorial on how to do one... http://www.maxoncomputer.com/tutorial_detail.asp?tutorialID=54 After you've created the image, make a large shpere and map that image to it. It should work okay for you. Also check out www.rustboy.com if you would like to see some amazing examples.