Thanks for your input guys!

I was just going through everything - writing a long account of what I had when I fixed the problem...

I realised that attachMovie WAS working but couldn't see where my movie was failing - I thought it was the with() function - telling my "controller" movieclip to "goToAndPlay("fadeIn")". but then, knowing that I was controlling the fade-in with a variable "i" that I hadn't declared anywhere, found somewhere I could declare it. Now it works like it's supposed to!

I guess Flash 8 really wants us to be pedantic to an extent way beyond Flash 5 ever expected us to be.

Thanks again,
Chris