Abstract: We present a method for generating scales and scale-like structures on a polygonal mesh through surface replacement. As input, we require a triangular mesh that will be covered with scales and one or more proxy-models to be used as the scale's shape. A user begins scale generation by drawing a lateral line on the model to control the distribution and orientation of scales on the surface. We then create a vector field over the surface to control an anisotropic Voronoi tessellation, which represents the region occupied by each scale. Next we replace these regions by cutting the proxy model to match the boundary of the Voronoi region and deform the cut model onto the surface. The result is a fully connected 2-manifold that is suitable for subsequent post-processing applications like surface subdivision.