Thanks, tjohn! It's really just kind of one thing leading to another. I decided that I could make a petal by mapping a simple pic to a sphere (I'll post the pic tomorrow, it's at work). From there I thought about animating, and from there I thought about the curvature. It didn't all hit me at once, and I'm sure that you could do it as well. It's one sphere for each petal that is parented to an invisible sphere inside the the center of the flower. So, I rotate the parent spheres, and the petals "hinge" open. At the same time, the size of the sphere changes from positive to negative so they bend along the way . (2 frames in the center of the animation had to be removed / edited because the positive-negative shift). It's all just moving balls that are mostly transparent. I never get all the ideas at once, it always starts small and leads e away!