Maybe you were thinking of Glepage's pool and retaining wall?
Here is the pic in the Above Ground Gallery http://www.poolforum.com/pf2/showthr...?t=2294&page=5

We are still plugging away here.
Thanks for all your input folks!
I really like the tar idea.

Double checked the level last night w/ the laser level.
I think DH plans on getting the excavator guy out here to regrade that hill that is feeding the pool area & take care of the backfill.

Right now the deepest we had to dig down was 2' 3" on that west side.
I called the sales lady we bought the pool from. She said we could backfill up to 2' w/o voiding the warranty.
I thought of skirting the outside of the wall w/ black plastic- just duct tape it all around and let it drape down. My thinking was- it would keep the backfill off the bottom tracks to help keep rust at bay. Don't know if DH likes the idea or not.

~Hoffmans