This project involves combining 3D animation with Virtual Reality. This virtual reality scenario depicts the immense changes in scenery over time. I utilized a 3D model of a cave from California’s Red Rock Canyon, which was captured using photogrammetry, to depict what the latter Cretaceous period may have looked like. I also utilized a 3D model of the impressive USC Cinematic Arts SCI building, to depict the present. Thereafter, I created a 3D model and animation of a Tyrannosaurus rex (AKA T. rex) via Motion Capture. Utilizing these two scenes and the T. rex animation, this project begins with a T. rex roaming a cave-like environment, followed by the passage of time, the idea of and then construction of the USC Cinematic Arts SCI building, and concludes with a surprise reappearance by T. rex, as a reminder of what had once been.