I think it's the texture mapping that's causing the scared eyebrows. I set this pic up so you can compare how I've got his eyebrows set up to how they come out.. Afterwards, I took a look at the texture, and sure enough, the outsides of the eyebrows do curve downward.. and the rest of the texture was so perfect. =( Now if I can just figure out how to fix it.. I never was very good with textures... I'll give it a try and let you all know how it turns out. If anyone else wants to help, it's the p4man tex from julio cesar, you can find it in the freestuff under julhebs or something like that. Thanks again, Rosh