hmm... interesting. obviously, the first thought is that there's something screwy going on b/w the water plane and the terrain. based on how it looks like, i'd say that it's the reflection and refraction of the terrain that's causing it. you've got a really good texture, i wouldn't want you to screw it up, but playing with the reflection/refraction dials might just be needed. one of them refracts on the other and the other takes that and turns it into a weird reflection. or i could be talking out of my bunghole. it's been known to happen. drac