We present an interactive texture painting system that allows the user to author digital images by painting with a palette of input textures. At the core of our system is an interactive texture synthesis algorithm that generates textures with natural-looking boundary effects and alpha information as the user paints. Furthermore, we describe an intuitive layered painting model that allows strokes of texture to be merged, intersected and overlapped while maintaining the appropriate boundaries between texture regions. We demonstrate the utility and expressiveness of our system by painting several images using textures that exhibit a range of different boundary effects.