So this is a project from school I just found on an old burnt CD, after checking it out for nostalgia sake I noticed this going on... and remembered I never figured it out back then and kind of forgot about it. This isn't like me, and now I must know. What the crap is going on here? When you get close to the object the texture completely changes... this is a very high def texture I am using, it is 4000x2000 pixels, it shouldn't look like that no matter how close you get to it (what I mean is, the surface will pass the near clip plane before you get close enough to pixelate an image of that resolution to that degree). I am using GL_NICEST for the texture minification and magnification filters... If you can't see what I am talking about you can go to youtube and watch the HD version. [y]jvmPQHv-6z8[/y] Oh I should also mention, this doesn't occur with any of the other planet textures... but some of them are equally large. Is this a non-power of 2 thing?