There are a bunch of ways to do this. :) The easiest way is to use a plug in built just for this kind of assignement: StarBright from Digital Carvers Guild for star backgrounds (www.digitalcarversguild.com) Another way would be to generate a starfield in Photoshop or something similar and then map it to a very large sphere and rotat the sphere over time. There are a couple of other ways to to do it but these would be your best choices. Mark