search for radiant or quark to make bsp, though quark can't actually compile. I'm not sure if Q3 is needed. I've heard that the demo version will suffice anyway. Seems to me if you use no objects, textures , or anything, from Q3 you should be able to do without, but I'm not actually sure.Deled is a pretty good and easy level editor that exports to .x format. That's probably what I'm gonna use.