Autoloader, I've been piddling with this for a fairly long time. I have another 'bright' version--I'll post-doesn't have some of the accroutements. LilWolff, the picture is Matisse's "Interior with eggplant" that I found on the net (I love Matisse). I took it into PSP, added a frame with Bladepro and put it on a 2D square. I did the same with the oriental rug (which you can't see much of here but might in the final version). I scanned a rug photo from a catalog and put it on a 2D square. I added the materials for the chairs, napkins, tablecloth the same way-took scanned textures and just gave them a little .bmp-to get some texture-or in the case of the chair seats-I totally 'messed' with the original scanned fabric-LOL. I LOVE materials. Diane