Abstract: This paper describes a technique for animating the behavior of viscoelastic fluids, such as mucus, liquid soap, pudding, toothpaste, or clay, that exhibit a combination of both fluid and solid characteristics. The technique builds upon prior Eulerian methods for animating incompressible fluids with free surfaces by including additional elastic terms in the basic Navier-Stokes equations. The elastic terms are computed by integrating and advecting strain-rate throughout the fluid. Transition from elastic resistance to viscous flow is controlled by von Mises's yield condition, and subsequent behavior is then governed by a quasi-linear plasticity model.