TrueSpace is simple, but powerful - it's also free (in older versions) on several magazine cover CDs (Check out www.computerarts.co.uk, digitmag.com and 3dworldmag.com). Amapi is a more powerful modeller, but one with a nasty learning curve (v. 4.15 also free on several cover CDs and sometimes on some (legal!) d/l sites). TS has a cornucopia of plug-ins (including Poser-like figure animation, particles, cloth simulations etc.) and a large user comm. Check out PhilC's post above. TS plug-in Puppeteer has pre-made skeletons and sample walk cycles. Ditto for upcoming TS plug-in Dreamotion. Amapi has no bones at all. Both apps export directly to 3DS and .X. Building figures is not so much a question of software as of talent - trust me, I know what I'm lacking ;-) From what I read in the 3D mags, more and more game developers use more and more "clip models" in their projects. You might want to consider that. As to the fun part, fun is in the mind of the modeller ;-) Personally, I started out using mostly TS and having lots of fun. Now I use Amapi, make better models faster, and I don't have very much fun, thank you! PhilC uses TS - might be having fun, can't tell if he's smiling behind that beard of his - but he sure makes great stuff!