thanx for the nice words- Everyone on this board is so positive and supportive, it is really inspiring! Update: -------------------------------------------------------------------------------- I ran into a problem and lost all my subD tweaking. I found that it is just way too difficult to adjust the UV's on a single mesh that is so complex. (At least for me it is!) also I read a post on this board ( I think the poster was Kevin) which stated to adjust the UV's before sub-d-ing your mesh. So I took a few steps backwards- I broke my model apart at the low poly level. Into key elements, hand, head... shirt etc. Then I UV mapped them with the automatic mapping- I moved the UV's around in the editor window. merging UV’s and such. Made UV snapshots- brought them into PShop and threw down the rough textures- ... Now I am back to tweaking the subD's again! I lost a lot of time but also learned alot! H!