Here's the addy for the animation (2.5mb quicktime): www.crtoons.com/carrara-stuff/media/priscilla-swimBlink03.mov It was animated using bones, the eye lids/lashes had keyframed rotation and the eyeballs used a point at modifier. It gave me fits trying to keep the animation on the eyes and making the fish body boned... Tony Lane and MDC (on the "other" forum @ 3D commune) helped me out greatly! The modeling and texture were done using ZBrush and exported as OBJ and Photoshop and then imported into Carrara and animated. The eyeLashes were modeled in Carrara and UVmapped for the texture. I'm really curious about your reaction, as this is my first "real" character animation using Carrara. Mike