Hi Bob, thanx for your quick reply. i had done what you suggested with the images and have no problem there. Its the transition i'm having problem with (from movie image A to clip image B). The 'clip' must be already moving as the movie fades out, achieving this overlap/transition is where things run amok. I hadn't used 'transforms' so I'll try that. also I had tried the 'fade' under effects unscuccessfully so was using a transparent copy of the previous frame to achieve the fade out of the movie. I will play with it as per your suggestions and see how I do. Thanx for your help. Zen