One way to give cloud planes more depth without sending render times through the roof is to stack World Space, very low frequency, infinite cloud planes. The above quickie image is 9 mulit-replicated I-planes, 10 BU's offset on the Y axis. With World Space each plane's texture is slightly different so it gives a little "shape" to the clouds. This image took 3:14 to render, at normal AA on a 1.4 gig machine. And thanks for the tip SDL. Best; Dan