Thanks for the compliments.... The starfield is from Diard Software's Universe creator; they have a plug-in version for Photoshop or a stand-alone version. I used the stand alone version because the plug-in version is 2.6 Meg and the stand alone is 1.03 Meg. (Why? I don't know....) But they both work really well, and they're both pretty cheap. It's a 640 x 480 starfield that I tiled 10 times horizontally, 5 times vertically in the background. The clouds on the foreground planet are part of the shader -- it's got lots of nested things going on. The haze of the atmosphere was added in photoshop. I selected the shape of the rim of the planet, modified the selection to a border, feathered the selection, then painted the haze in with a brush on a new layer. I adjusted the opacity of the layer to taste, then flattened the image. That's it....