Kelly, I agree with all the comments made by the guys above, but one other analogy might help: I usually think of UV maps as being drawn on a rubber/elastic surface, which has specific points "glued" to the underlying object (at the points where the vertices are). When the texture based on the UV map is applied to the object, it (the texture) gets stretched (or shrunk) to the current configuration of the object; the "glued" points remain attached to the vertices, and the bits between are contorted to fit... Hope that helps, Cheers, Diolma