thanks for the tips carolly :) i spent the rest of the day reworking the mesh... then tested again and it needs more work. ill take special care around the armpits this time cause your right it has been a bit of a problem. im still trying to break down the whole shirt in max so its been tough settling on vert/group boundries that theoretically bend and twist visualy-comparable to the mesh. tonight im going to spend my time (again) re-working it. ill post the next version (hopefully the final one) in a few hours. ~:)