Thanks guys and cheers adl. I'll try to improve the look tonite when I get home.

Blinn:
Basically I
- created one cell
- turned it into a soft-body
- created a curve flow effect
- used this technique to replace the curve flow particles with duplicates of the cell: https://forum.simplymaya.com/showthre...&threadid=6495

Each cell has an expression which rotates it randomly. The camera animation is done with motion paths.