Refraction does not overide transparency. You would want transparency set at 0 to get the full effect of the refraction. This is cool because you can mix refraction and transparency settings to get different results. Little Dragon has a great looking refraction going on here. Keep in mind that if you have an image imported as the background you will also need to: 1. Create an image_map node 2. Use the "same image" from the background as the "Image_Source" in the image_map node 3. Plug the image_map node into the Background channel of the "Refract" node 4. Set the background color in the Refract node to white so that the image will pass through. > You must do this because refraction can not see the background to include it in the calculation. The steps above match the background for refraction node with the background in the document window. It works this way for anything loaded into the document window background. So... If you had a movie in the background you would want to use the same movie plugged into the "Refract node" background channel. Hope this helps. Joe www.3-AXIS.com