You did all that with Bryce but you don't think of it as a proper modeller? There is no such thing as a "proper modeller", just people with big advertising budgets. I have not seen several bryce tools like multi replicate replicate along path or the randomze and distribute tools in any other app. I have Rhino, a very proper modeller. Its based on cad principles. You trade some of the allignment and dimensioning tools found in autocad or solidworks for a more flexible and non linear interface. Rhino is a nurbs modeller however. Poly counts at interfaces are obscene. If you smooth meshes the faces come apart unlike wings3d. I have wings and am still learning. There are things you can do in it that take hours to set up in Rhino. The smoothing and extrude functions alone make the program worth picking up. I have truespace and am trying to learn but the interface is not intuitive to me. There's lots of left and right click only functions that work or not depending on where you are in the modeling process. I've used Maya and Max3. High end but steep learning curves. I also have programs like bantam grass, windome, etc that only do one or two things but do them very well. Most of these are freeware. Anything I can't do fast in bryce I whip out in another app and import. If you want to get into "Proper Modelling" You can download demos of most applications and try before you buy. Rhino has a version that gives 25saves then dies. Maya has a sort of tutorial version. It works only to setup and execute a tutorial scene and has no saves. Some othe apps have a 30 day drop dead. You need to be comitted with these because if you install and let it sit on your drive 29 days it still dies the 30th. Check several out and see what suits you before you lay out major cash. Rhino $1000 http://download.mcneel.com/rhino/3.0/eval/ Truespace $595 http://www.caligari.com/download/trials.asp?Cate=DTrials Maya $2000 http://www.alias.com/eng/community/downloads/index.jhtml 3d Studio Max (arrange for demo?) $3100 http://www.discreet.com/products/3dsmax/ Wings 3D (freeware) http://www.wings3d.com/download2.php