There is one way (in theory). Using multitexturing you could create a small (you'll need to check for minimum texture size the card supports first) alpha texture and use it as a "mask" to blend between the two images. Additionally you could create a "shade" of colors and scroll that. Depending on your UVW mapping this technique might not work. It'll work for a cube just fine tho'. I'm pretty sure I did something to this effect a long time ago, I'm not entirely sure I ever got the effect *I* wanted, but I think I stubled onto a solution to your problem. Sorry I can't be more helpful. I'll try and see if I can come up with some code tomorrow (a.k.a. later today). Right now I'm wasted, and need sleep. Later.