But I know what I've done wrong (I Think). I need to remove the upwards trim on the skybox side of it and make ALL layers additive. Then properly fit the top texture so that it fades against the skybox. But this means it's gonna open it up a bit more in space use. Never mind. BTW, r_speeds are peaking at 4000 wpolys and 6500 epolys. I'm hoping a full compile will fix this assuming my laptop can cope but are these too bad as they are??