I attempted retained mode, but all I managed to do was get a very slow scene on the screen with choppy framage...no wander MS dont support it anymore. Ive also attempted D3DX and i have some shapes on the screen. Ive looked at the sample apps, but they all use shapes like spheres and cubes. How do I create a scene? Im not creating a walkthrough type of scene like say in quake, just a textured floor, some trees (loaded from X Files), and a building or two with a dude walking around them. Is this hard to accomplish using D3DX? I have some X loading routines, but how do I get them on the screen without *too much* difficulty. Also, whats the difference between ->draw, ->drawprimative, and the other draw functions? Which one do I use? Ive seen the Witchlord tutorials, but they dont do what I need. I dont know where to start, is there a sample app I can download that shows me how to mix D3DIM with D3DX and how to create a scene?