heyas; we're not having a quarrel, we're having a discussion. :) we're discussing methods of making clouds. it'll turn out best for everybody in the end, you'll see :) mike: whadda you mean, whaddo i mean?? about what? :) the layering of the spheres? well, if you make one sphere with one of those puffy kinda cloud textures on it... you get a very round area with cloud texture in it. clouds dont hang out in round areas, usually, so you kinda stick a buncha spheres together to make a blobby shape. (kinda like metaballs, without the meta-ing.)