Inspired by the oceans of the planet Solaris in Stanislaw Lem's book Solaris, this is a three dimensional twist on Conway's Game of Life. Adding a third dimension to the two dimensional grid associated with most cellular automata allows for the addition of feedback loops that result in less predictable outcomes. The 4 rules to the 2D game of life are 1) Any live cell with fewer than 2 neighbors dies, 2) Any live cell with 2 or 3 neighbors lives, 3) Any cell with more than 3 neighbors dies, 4) Any dead cell with 3 neighbors becomes alive. A 5th rule was added to create growth in the 3rd Dimension. Any live cell that has 3 neighbors grows vertically. This growth eventually hits a branching point and is allowed to expand horizontally in another plane, however after a certain amount of time, the growth grows old and dies, falling back into the original seed plane and feeding back into the simulation. The age of a cell is shown by increasing color saturation. The entire simulation decays after a certain set amount of time, but could go on indefinitely. Every simulation run has a unique pattern that will not be replicated except through astronomical odds.