Ok: jarkg28: I've already downloaded that program and milkshape, the problem is, you have to import .md2 and .mdl files, well, guess what? those files don't exist on the cd, they are in the .pak file and you can't open the .pak file with those programs..... But: I did read in this months PC GAMER (or PC GAMING) magazine about how to do excellent levels for Half-LIfe and Quake 3, if you do that sort of thing, I suggest you get the magazine...anyway, there was a blurb on a program called qped (www.planetquake.com/qped) that is a simple utility that opens the .pak file and lets you extract it's contents, and I'm assuming that I'll be able to extract the .md2 files. Wish me luck on this (I can't try till I get back to work on Monday). If I can get the buildings extracted, that should make for an interesting new thing to do around here. Davo