You're right, RLG 1034, the vertex modeler is the mesh form modeler. If you jump into the object in the mesh form modeler, and select all vertices (either with the marquee tool or with the edit/select all command), you can then use the polymesh/subdivide command to create more vertices. The upside is that your boolean operations should work more smoothly, but the downside is that your file size will balloon pretty quickly. Also, converting an object to mesh often makes it difficult to paint with the 3D tools. The shaders should still work fine, but 3D brush strokes will behave strangely. By the way, all objects in RDS are hollow. You can verify this by enlarging an object and then placing your camera inside. This can be used to create some pretty strange effects. I hope that helped. Jim Z. a.k.a. Julian Boolean