A background simulation code developed at Aerodyne Research, Inc., called AERIE is designed to reflect the major sources of clutter that are of concern to staring and scanning sensors of the type being considered for various airborne threat warning (both aircraft and missiles) sensors. The code is a first principles model that could be used to produce a consistent image of the terrain for various spectral bands, i.e., provide the proper scene correlation both spectrally and spatially. The code utilizes both topographic and cultural features to model terrain, typically from DMA data, with a statistical overlay of the critical underlying surface properties (reflectance, emittance, and thermal factors) to simulate the resulting texture in the scene. Strong solar scattering from water surfaces is included with allowance for wind driven surface roughness. Clouds can be superimposed on the scene using physical cloud models and an analytical representation of the reflectivity obtained from scattering off spherical particles. The scene generator is augmented by collateral codes that allow for the generation of images at finer resolution. These codes provide interpolation of the basic DMA databases using fractal procedures that preserve the high frequency power spectral density behavior of the original scene. Scenes are presented illustrating variations in altitude, radiance, resolution, material, thermal factors, and emissivities. The basic models utilized for simulation of the various scene components and various "engineering level" approximations are incorporated to reduce the computational complexity of the simulation.