Much has already been said, but I'll reiterate ;) : - rivers and waterfalls at-a-click (hi VistaPro) - terrain editing and vegetation control la Worldbuilder: draw a freehand line to demark the boundaries of forests, for example, and "fill them up" - modeling: greater control over meshes--twist, curve, deform, . . . - force nVIDIA to get rid of that bloody OpenGL multithreaded render bug ;) - 3D viewport: make it switchable between camera perspective (as at present), and isometric scene perspective (similar to trueSpace) - further improve the render quality. proper radiosity and caustic would be nice. - simulated photographic film / paper (i.e. structure, grain, tint) - support for dual / triple head - plugin / scripts / custom shader support for 3rd party stuff ta, -Sascha.rb