Offhand, CS isn't really the right app to try and do this. . . However, you could load all your images into textures, apply them to various objects, and run the objects across the screen, or fade them in and out, or fly by them as billboards. . . I've thought about putting 6 images on a cube and rotating it. . . you could also animate a single shader with multiple textures. With a deep tree you could do tons of images. Supermixer would let you do 10 at once. ;-) http://www.des-web.net/html/supermixer.html Good luck, let us know how it turns out! Markd