Originally posted by dave_baer Hmmm. Wow. tough one. Do this: Try starting another project doing the same thing. If it still does it, try using a different image for the image plane. At least that will narrow it down to weather or not it's the image file. Then we can go from there. Did that already and the same thing happens.... ONLY in the side view.... o well... it's not a biggie... it only happens when I use an image plane so I just wont put a sideview imageplane if anybody else has anything tell me...otherwise... thanks a lot for the help!!! -Emo