In this set of tutorials, we will delve into Populate, a new animation tool in 3ds Max designed to simulate crowds. We'll start by learning how to design paths for our crowds to walk along, known as Flow Areas. We'll then learn how to edit these Flow Areas, which includes topics like path and crowd resizing, creating intersections for Flow Areas, as well as how to change a Flow Area's vertical direction using Ramps. We'll then learn how to create and modify Idle Areas, all to enhance the realism and visual quality of our scenes. We'll even cover how to apply our own textures, modify the geometry of, and add accessories to, characters in our Populate crowds. By the end of this tutorial, you will have the knowledge needed to confidently add crowds of people to your own scenes with Populate. Software required: Autodesk 3ds Max 2014.