Well.. here is what I do.. I personally don't use alpha plains becuase Im a big stickler for realism. FirstI have just a bare scence with a ground plane. The first thing I decide on when I do a scene is the vegatation, then terrain in that order. I start with my lowest veg. So I place about 20 to 100 grass patches on the ground plane. I do not individually place each one. WhatI do is go into top down view, select grassand click click click the veg button until I get the desired number of grass patches. At this point they will all be in the same exact spot. I then move the grass patches to layer 8. Then I select all grass patches then EDIT->SCATTER objects. I then check -Move Objects Between-. For its settings I put something like 0,0,0 for the top line then 400,400,0 for the second line. This tells the scatter routine to scattter the selected grass 400 places on the X and Y plane but to not scatter them on the Z plane (this will come later) I also check -Use Selected Objects- which causes it to only do it to the 40 or so grass patches I have selected. Once this is executed you should have a nice square patch of randomly placed grass. Next I manually move this grass up higher than my terrain is going to be. Now I hide the layer 8. Do NOT group the grass at this point as the drop to floor will not work right. Then I move on to my next veg like weeds. I do this each on a seperate layer unti l I have all the veg I want. On Layer 1 I now create my terrain.. Once you have finished the terrain, put any water planes in. Now, go to layer 8, Unhide just layer 8 and layer 1 with the terrain. Now select all the grass objects(make sure they are all above the terrain) and click the -Drop to Floor- button (on left hand side) All your grass should properly drop onto the terrain. DO a quick render andadjustany grass that either A:looks like it is hanging off a cliff or B: in the way of a path you may want. Once my grass is just as I want, then I group all the grass patches into one group and hide that layer again. Two things. ThereasonI say dont group the grass before dropping to floor is for some reason when I group objects then drop them they dont drop correctly. Also the reason you hide each layer is two fold. One it keeps your memory down, but most importantly it keeps other unhidden objects from failing to drop onto them. For example. Say layer 3 has oak trees and layer 4 has pines. Some of these trees may overlap branches or parts of trunks and so forth. But if say both layers are unhidden and you want to drop layer 3 onto the terrain and layer 4 has already been dropped the layer 3 will stop dropping when it runs into the "visable" layer 4. In other words, some of your oaks will drop onto the next lowest objects which in this case would be pines. To stop thisI would hide my layer 4 pines, then drop the oaks which would ignore the pines and drop completely to the terrain. Do that above for all veg layers. Once you get all veg like you wantthem, you can place them all on the same layer, group them then hide them. The above is how I work and by no means the only way you can doso.But it gives me randomly filled terrains with 100% 3D trees and objects. I hope this helps. PS: Sorry for any spelling errors,when I get going I just type ;)