tjohn, Under the 'There oughta be a law against propritary formats' catagory, .MAX is sort of like .OBP haven't seen any converters for it. 3ds models I run through Carrara Poser or some other program that will convert the 3ds to .obj with .mtl then you can run the .obj through grouper if you want before importing. When you mentioned Mad Magazine I thought that might be the case with R2 and C3PO. I read that for a while when I was growing up so I know their brand of humor Thanks for the link I'll check them out. In the immoral words of Al Newman,"What Me Worry?", = TJ