Hello, Good News! I found a Q&A session with Duncan, the main A|W Brain behind PaintFX answering some questions, and thank god he answered this one. It is possible to attach a mesh to a PaintFX, BUT it would require massive scripting and alot of headaches. Luckily, someone asked how to make fruit on a tree, and he said that the only way is to use the texture channel on the flower node. I went straight to Alias's site and into their download's section and found GumBall Roses, a flower with sphere's at the top! Woo hoo! I attached the MEL file here for you to check out. Now of course the sphere's are actually 2d and within an IFF image (make sure you tell Maya the proper path as it wont find the image without your help, or at least I had to), but this method will work, I think (crossing fingers)! But I've hit a wall again... I can't get this method to work within my tree model, although I've tried to copy the settings for the flower. I know I'm doing something wrong, so if you can tell me how to get a tree to display that image, that would be Grrrrrrreat. I think the solution is around the bend.... :p Thanks again for all your help, -=Ralph=-