Flick,

I'll give that a try. I saw the jump and wasn't sure why that was either, although that was less of an issue than the slowing of the fade.

In regards to the preloader.... If you watch the movie loop back through after everything has been completely loaded, it still does the same thing....

Looks like 1.52 is shortly in my future. Looking forward (is it becoming cliche'?) to V2!

Thanks for the commendations everyone.

Ryan