let me try to visualize this for you:

think of a rectangular pool, roughly 20x5 feet, and about 5 feet tall. now, visualize windows on the sides of the pool that let you see underwater. now, think of this as set in the lobby of a very nice hotel.

thats my setting. thats my object. my problem:

a. when looking through the glass windows to the surface of the water, from below the water level, it appears a flat gray.
b. when looking from underwater out the windows, half the world is rendered gray, and the other half shows from floor level up... really strange view.
c. nodraw issues: when outside the water, the inner walls are not rendered. when under the water, brushes near the water are not rendered.

hopefully ive explained my situation well enough for you to understand, and hopefully someone can help me! i would post the BSP , but my web host had a fire or somthing.