You almost got me todd. I realized I hadn't used png-format for importing image sequences to Flash. I had imported sequences of other formats and single pngs but not png-seqs - until now. I just tested the png-seq import with 24 frames and there were no problems. I'm using Flash MX and it is version 6.0 so I presume it is the first version of the MX series just like you have. The thing might be that I use it on Mac. Do you get pngs straight from Carrara? I didn't know you could do that. I've resaved the files into pngs in Photoshop. -Hannu Kulju