The evaluation and comparison of 2D and 3D workspace environments is a hot topic. Much has been said concerning the promise of 3D workspaces but much less has been realised. Part of the problem appears to be the difficulty of developing 3D GUIs with high usabilities and effective navigation mechanisms. Many early environments simulated a 3D office but all suffered from a range of problems, from poor navigation to issues of spatial cognition. Indeed, most researchers now consider an office to be an inappropriate metaphor for an effective 3D computer environment. This paper describes the development of a 3D workspace based directly on the WIMP metaphor as opposed to a desktop or office metaphor. The environment uses rotating transparent 2D windows in a 3D world and presents icons as billboards.