The 3D components of today's user interfaces are still underdeveloped. Direct interaction with 3D objects has been limited thus far to gestural picking, manipulation with linear transformations, and simple camera motion. Further, there are no toolkits for building 3D user interfaces. We present a system which allows experimentation with 3D widgets, encapsulated3D geometry and behavior. Our widgets are first-class objects in the same 3D environment used to develop the application. This integration of widgets and application objects provides a higher bandwidth between interface and application than exists in more traditional UI toolkit-based interfaces. We hope to allow user-interface designers to build highly interactive 3D environments more easily than is possible with today's tools.