anyone else a member of 3D.sk? heh, notice that nearly EVERY model there has been to a tanning salon? wtf! im not complaining - far from it, its an excellent resource. but youd have to work a bit on color balance in PS/PSP if you wanted a truly 'neutral' skin color... and even then, your results would depend on the lighting used in the scene. a while back i purchased some very popular textures and was unhappy with the color - one was too orange, the other was too greenish/olive. i fixed them both by simply changing the color of the lighting in my scene a bit. so just as lighting in your scene can alter an otherwise neutral skin texture, it can also correct a discolored one. cheers, -gabriel