the parts that are not exactly 'skin tight' are gordon surfaces..like the bottom part of the pants legs. the upper part is a combination of using the pen tool and drawing a few base lines over existing lines on the model then drawing polys over your new lines. this will give you a very rough low poly model that you would then shape to a more precise shape with the stretch tool. Do this on the low poly version because its faster than trying it on a smoothed version. I use version 6, so I can 'slice' new polys in the places I want to add more roundness to the figure without smoothing..if you dont have 6 then you probably just use the 'smooth' tool and add more polys that way. btw, only model 1/2 of your top/bottom or whatever, make that half fit your model near the way you want. If you plan to smooth it, smooth and use the dynamic geometry feature to reposition portions 'exactly'. The use the properties menu to remove the smoothing. After this, perform a symmetry operation, weld the two halves..then smooth. This will give a cleaner look than smoothing and then doing the symmetry. one more small tip. while you are creating your model, if you notice that it is too 'tight' of a fit, use the 'offset' tool and create a new model using it and delete (or hide) the original. The offset one will be the same shape but a bit larger..its better to do this than to 'scale' because of the differences in the way the two operations behave. Watch this tool tho because it can do some wierd things to your model that you will have to fix...so hiding the original model is probably smarter than deleting. hope that helps BT