This paper presents a solution for texture mapping unparameterized models. The quality of a texture on a model is often limited by the model's parameterization into a 2D texture space. For models with complex topologies or complex distributions of structural detail, finding this parameterization can be very difficult and usually must be performed manually through a slow iterative process between the modeler and texture painter. This is especially true of models which carry no natural parameterizations, such as subdivision surfaces or models acquired from 3D scanners. Instead, we remove the 2D parameterization and store the texture in 3D space as a sparse, adaptive octree. Because no parameterization is necessary, textures can be painted on any surface that can be rendered. No mappings between disparate topologies are used, so texture artifacts such as seams and stretching do not exist. Because this method is adaptive, detail is created in the map only where required by the textur...