Ghost, I know the morph you're talking about, and it's a good one, but unfortunately you'll get similar results simply because the vertices in Mike's head are shifting position thereby screwing up the texture template. For Spidey's head, you might need to re-map Mike's head with the morph applied. Just a planar front-back map would work in this case. Now I know you're going to ask me how to do this, and I'm going to have to concede to someone with more knowledge in that area. :) Somewhere out there I saw some Spidey masks for free.. That may be the way to go, just add your new texture to one of those. You might want to check out Mosca's Spiderman Symbiote for Mike in Free Stuff as well, perhaps he's already solved the problem. Hope this helps.. -=JFStan=-