Hi, As Willf says, ZBrush will allow you to paint on 3D models, and much more... You also have 3D modeling tools, which allow you to create new 3D models or modify imported 3D objects, as well as creating morph-targets. Check www.zbrushcentral.com for lots of info about ZBrush and look for the TextureMaster ZScript! You may also want to see some of Pixolator images at http://www.geocities.com/pixelator2000 Hope this helps...