Hi wright100, Sorry for the delay, I was placing a movie on a TV screen in a scene of mine through hypershade that I created in Maya. Anyhow So we're on the same page. In the working view menue bar choose Panels > Layouts > Two Panes side by side // In the Panel on the left choose Panels > Orthographic > Front // in the right panel choose Panels > Orthographic > Side // Right click on any view configuration below your tool bar // select Save Current Layout // name it Front/Side // You can now get this view by clicking the view of it below the tool bar or RMB those views selecting it or choose Panels > Saved Layouts > Front/Side // In the front view menue bar select View > Camera Attribute Editor // In the frontShape tab that opened on the right (the Attribute Editor) open the ENVIRONMENT swirley & LMB click Create // Now in the same area Image Plane Attributes swirley (half way down) LMB click the *folder* to the right of Image Name // Here is where you will select your FRONT photo // ditto all for the Side View & import Your side photo // All is Great except for the orientation // Now look atop the tabs you just created // see its menue bar // select focus // this is where you will access the image you need to work on // or you can always go back to View > Camera Attribute Editor in the Right or Side view // *Orientation* In the Image Plane 1 or 2 Tab You will work on the 1st or second image imported. You can see it in the Image Plane Sample & can rename it if you like // Moving along in the Image Plane go to the Placement Extras swirly mid way you see Center that is x,y,z // You probably have to bring them up about 15 or so in y // I like the bottom of the model flush with the grid your choice // Do the same for the side model // Now look at it in your Perspective view(just select perspective view) // If they don't match exact & they probably won't in that Focus menue I mentioned select the one you want to make larger or smaller // get its Image Plane // Go back to Placement Extras & change its scale (size) with Width or Height (I think only the height works) // As you play around a little you will finally match the model (Front & Side) // Now back to the original problem // in the "Placement Extras > Center" for the front image move the model (photo) back (If all is as I think it will be a -z value about -15) // Move the side image to the left about a -15 (maybe in x) Now you have the perfect set of image planes to model with not to be affected by x-ray or whatever. I select these & put them on a layer to be visible or not, it comes in handy. I also make an extra set of camera views & have my model intersect dead center at 0,0,0 & model between split model images & centered images between my front,side & perspective view. This is about a tutorial full, if when you need help with extra planes . . . let me know. Seems like alot but its easy & when you get it down modeling will be easier & more accurate GOOD LUCK