WOW! LOL Awsome help :))You guys are making my switch from 2D to 3D real easy! thankyou for the helpful advice. I never intended to model any disney characters the pics are just an example of what I want to model. It seems like these models are shaded by their textures a neat looking technique. I got alot to cachup on had no idea game models where vertex/mesh based, I wonder does that make them more flexible? I'll checkout AM thankyou. I figure modeling would come easy since drawing is basicaly imagening 3 dimesional models in your head. Here's a pic of gambit below I drew in paintshop I want to apply these skills to 3D modeling, thanks again.