Mercuryus, it sounds like you're describing a parallax scrolling system...which would be cool...awesome in fact, but a little more than I'm needing to understand at the moment. Most likely I'll be working up to that though. One thing at a time.

You mentioned layers, but that doesn't describe the actual "art" that's on the layer. Are you describing a series of panels, sprites, or models?

And the reason I'm not building it in 3d, just as an example, we're talking about background stuff with mountain scape, city skylines, sunsets, clouds..etc. And I'm going for a cartoony/painterly type feel.

Just to clarify, the player and all things he/she interacts with is 3d...we're just talking about the stuff behind the play area.

Thanks,
Todd