well here is a small update....she now has arms and I have been tweaking here and there. these are some update pics. THe one at the bottom however is a screenshot of a problem I am having. I made her totally out of polys but now I want to convert her to sub-ds When i select the body and try to convert to sub-ds I get this error "Error: polyToSubdiv1 (Poly To Subdiv Node): One or more vertices is nonmanifold. // Nonmanifold geometry cannot be converted to a subdivision surface. // To clean up nonmanifold vertices, use Polygons->Cleanup with the nonmanifold option. //" So when I do that Cleanup....it gets like the pic below. Then I convert to sub-ds to se what happens and I get holes by some of the verticies. What am I doing wrong?? (i hope someone can help me please) C&C PLEASE!!!!!!!!!!!!!!!!!!!