LOL you make it sound soooo easy! Well, I will read up on how to retime this stuff, but I found that if I actually increase the speed of the animation, it turns out much cleaner and is almost timed perfectly to a frame with the sound file. Say the sound file is timed at 30fps, if I bump the animation to 39fps in flash, its almost looks like its supposed to! lol While the down side might be an increase in file size, it makes it look decent to the viewers until I'm able to figure out how to do this retiming thing then maybe I can knock it down to 12fps. Or will bringing it down to 12fps cause the file to be larger?