This is a quick tutorial on how to make sky backgrounds in 3D Studio MAX. As standard, MAX has the possibility to add environmental maps, meaning the move and roate as the camera moves and rotates. This is however not a very impressive effect, since making a background with this is very hard to look real. Very often, you get seems where them map?s borders meet, and the map also needs to be huge to not look fuzzy, unless you use some kind of tiling, which isn?t good for much more than star backgrounds. This tutorial will show you how to make skies in 3D Studio MAX that not only look good, they can also easily animated. You can make the clouds change shape, move, rotate, change size or almost anything you want. I will take a step back in technology however, since this technique does not work with environmental maps. For that reason, I will use a mesh for the clouds, the mesh being a large object.