The vulnerabilities of the textual password have been well known. Users tend to pick short passwords or passwords that are easy to remember, which makes the passwords vulnerable for attackers to break. Furthermore, textual password is vulnerable to shoulder-surfing, hidden-camera and spyware attacks. Graphical password schemes have been proposed as a possible alternative to text-based scheme. However, they are mostly vulnerable to shoulder-surfing. In this paper, we propose a Scalable Shoulder- Surfing Resistant Textual-Graphical Password Authentication Scheme (S3PAS). S3PAS seamlessly integrates both graphical and textual password schemes and provides nearly perfect resistant to shoulder-surfing, hidden-camera and spyware attacks. It can replace or coexist with conventional textual password systems without changing existing user password profiles. Moreover, it is immune to brute-force attacks through dynamic and volatile session passwords. S3PAS shows significant potential bridging the gap between conventional textual password and graphical password. Further enhancements of S3PAS scheme are proposed and briefly discussed. Theoretical analysis of the security level using S3PAS is also investigated.