ok: they do change direction quite a lot, I think it will become more obvious once I set up the final shots (in fact they tend to change direction too much at times!! ) The reason they are all heading in one direction is cause I'm planning on a LOT of spiders rushing towards the camera so they all have to head in the same general direction. They do avoid each other, if you watch you should see them gently push away from each other and from objects in the scene (not sure if the last render had any in there but dont worry once I get the environment done they will!) The terrain following is handled by my C++ program that I wrote. It's basically an open GL simulation of the final maya render. I work out which triangle a spider is in then find the average of the vertex normals of that triangle, then I rotate the spider to lie flush with that triangle. Then in maya I have a script which will interpret the data back from the flocking system and create locators and instances of the geometery to mirror what happened in the C++ program.... sorry it sounds a little complex but it's actually fairly simple once you get your head around it The animation is done by creating a set of character clips e.g. 5 walk cycles, 5 body movements, 10 head movements etc and then using a script to blend a combination of those together. These are then baked into keys and saved out as a .mb file. This file is then imported to the main scene and the mesh is instanced based on the C++ data. The animation cycles are then looped for inifinty and voila you have spiders (or any mesh for that matter!) running across the terrain. I actually have a render with a sheep model that my friend did which is just comical! if you have any questions or if you want to see the scripts just let me know and I'll post em Alan