Thank you, all, for your replies so far! btw Phil, cool models! Here's my situation, I am a hobbiest. I have no delusions of creating a "Quake" or "Diablo" or whatever game. I have an idea for a 3d strategy game, but I'm thinking the "pieces" (models) would be fairly static (ie. chess) but shown on a 3d terrain and allow the camera to zoom around. Game would be turned based and no rely on moving characters towards attackers, etc... like Diablo for instance. My goal would be: 1) a good compromise between a simple but powerful tool. 2) good for characters/creatures. 3) libraries to start with. 4) good community support/plug-ins/model purchases. 5) perhaps some basic animation loops like walking(?) 6) need to get directly or indirectly to .x, .mds, or .3ds format. 7) want to have FUN!!! not bogged down in ugly interface. 8) not very expensive. Poser would be about my limit. Now regarding polycount, I have no idea what you do with a model within game code. I'm waiting for BB3D to arrive with some demos/tuts so I can see how it does it. I also don't know what happens with things like LOD depending on camera position, etc... So given this extra detail, maybe Poser with its higher polygon counts would still be ok since I'm not asking too much for the models? Assuming the poly's are too high, does Poser have a plug-in (or some other 3rd party tool) that you can run to reduce the counts and still produce a pretty good quality model?