I used a standard skybox. Create a box, and 6 textures (5 if you already have a ground. I'd recommend using Terragen for the skybox... really powerful... and pennies compared to Maya. Note: Light-link OFF the skybox, and set the textures to your illumination, not color shader attribute. The results: I figure -- hey -- if every game I know of uses this method -- its GOTTA work :b