Lightwave (any modeler will work) UVMapper, and Photoshop. I kinda reverse engineered him as an experiment. He's a copyrighted character so strictly speaking I'm not sure I can really even post his ugly puss and the texture map was made directly from screen shots. Confession being good for the soul and hard on the reputation. naturally as an experiment it's only for show can't even think about distribution. Some of the best learning I do is to try to replicate someone elses effort. So, this isn't art! I'm still a technician. Like PhilC said. When you model the first thing you need is reference material. Orthogonal views are best. Front view and Left or Right view. Then match your geometry (Smooth shift and scale and loft the geometry) into place. I articulated it in Poser Pro Pack. I never got the hang of the Phi-thingie.