When you do your first animation, make sure you mark the 30frame animation palette as all Linear interpolation...Also each character will have to start at a differient frame portion of the animation movement or they are all just going to do the same thing in unison...probably easiest to make for or five 30framers and apply them at random to the characters. I would then do the first line of characters, export as an avi file, redo the shot with the next line of characters USING THE FIRST AVI imported as a background movie...export THAT as a second avi file to backdrop the third line...that will hopefully keep your file size and RAM requirements lower.....Now I pray God you are not doing anykind of a camera pan over the crowd for this....and you thought it was simple.....good luck Scarab <-hates crowds....