I need a bit of advice regarding blending modes in D3D7. Basically, to avoid having to require 32-bit color support (for alpha channels), I'm using the color as the basis for blending. That is, the brighter the color, the more opaque. My source and dest blend factors are as follows: SetRenderState(D3DRENDERSTATE_SRCBLEND,D3DBLEND_SRCCOLOR) SetRenderState(D3DRENDERSTATE_DESTBLEND,D3DBLEND_INVSRCCOLOR) One little problem though: I also need to be able to fade this in and out. I can't figure out how to blend based on, for example, the current diffuse alpha AND color. Right now, the only way I can figure out how to fade this texture in and out is to actually alter the color of the texture. Now if there's no way to do what I'm describing (to blend based on color AND diffuse alpha), I'd definitely be interested to hear any methods of doing blending or using alpha channels with 16-bit surfaces. Thanks!