Anyway, Mike definitely wins the cupie doll for suggesting the solution... It was the camera... Seems that the camera wants to be on top always and if it has the water over it and it's not at the right angle, it gets cranky... Also, thanks for the suggestion regarding the lack of definition in the water, lowered the blurred transparencies... About the only problem I'm having now is that even though I have a big sign that says: SCENE UNDER CONSTRUCTION - KEEP OUT!, these critters you see in the scene keep coming in... I can't tell you how many times I've shooed them away, but they keep coming back... Do you guys have that problem when building nature scenes, that the animals keep shoving in their oar?? It's amazing, everybody wants to get into the act... :) Anyway, thanks to all of you for all your suggestions... I still have to work on atmosphere, so I'll keep try out those suggestion about the sky Varian... :)