thanks again for your help...this is really close to what i am trying to do with this thing. just wondering...how do i control alpha and scaling in the actionscript? and looping? the end result is going to have text fading in and out around the star and eventually settle into the 10 point star with no further animation. about 15 seconds worth of animation total. i have attached a rough animated gif to show you what i am trying to accomplish. i guess once i understand how to handle scaling and alpha, i would just layer several instances of the MCs to create the movie? i really appreciate your input.