thanks for the modeling offer, that is really gonna help... umm.. i dont think i'll be changing the camera tho because i was aiming at making the game feel as close to an fps as possible... more intimate combat... with a more distant camera i feel i'm taking away some of that feel... i'll work the cam alot tho.. but am trying to get the player as close to the fighting as possible... ps. i wasnt a fan of mercenaries ... am pretty sure my GUNplay is better than theirs... note, i said GUNplay not gameplay so noone needs to flame me on this... mercenaries has alot of explosions and such...