Abstract. Class diagrams model a system's classes, their inter-relationships, operations, and attributes and are used for a variety of purposes including exploratory design, communication, and evaluation. However, traditional diagrams, and the tools used to create them, focus on capturing a single configuration -the product of the design process -rather than supporting the explorative design process itself that is used to create and evolve a design over time. This process involves iteration over multiple alternatives and evaluation of those alternatives. We present a layered approach and environment that encourages this process by capturing a design and its alternatives using layers. Layers may be combined with other layers to compose and explore new design alternatives for evaluation. Our tool provides mechanisms for creating, composing, and visualizing layers as well as detecting dependencies and conflicts among layers and managing semantic relationships among layers.