Aye, for lighting issues, please refer to the image in post #1... A bit bright, but you get the idea. Methinks that dark "shadow" is texture-based, as all the light in the scene is uniform. So, it's a dip in the terrain where the rock texture (slope-based) is emerging, as opposed to the sandy texture... Aye, I'll probably run an Object-mask of the terrains from overhead, Fran. Then I'll pull that render into Rhino, and create a heightfield mesh from it, similar to Bryce's Terrain Editor, but with actual points you can push and pull in any direction (not just up and down). Then, I'll run a counter curve (projection) along the leading edge and model the waves physically. Meaning, they will actually be waves, not just a flat texture that looks like waves, and since it's not just an up-and-down heightmap you can actually have CURLS in them! But the scene is at a junction between a river and the ocean, an estuary? A delta? The "Mouth"? So the near-water needs to be flowing out, and the far water needs to imply that it's coming from the river, and being disrupted by it's current... Kinda hard to do from this angle. We'll see how it goes! Monkeys would ROCK! Thanks for the idea...