Jax:<br><br>First create a new symbol, movie clip.<br>Then, edit that movie clip and create your background animation there. Make sure that you don't add a Stop action. <br><br>Once you are happy with your animation, go back to the main movie and create a layer in the bottom just for your animation . Select the first frame where you want the animation to appear and insert your movie clip symbol from the library. (Window/Library, select your Movie Clip and drag and drop in the stage)<br><br>Place your animation wherever you want it to run and then go to the last frame of your movie or the last frame where you want the animation to appear and select the frame. Right click and Insert Frame.<br><br>That is it, your animation will play behind your movie.<br><br>NOTE: Your movie must be obviously at least as long as your animation in order to see it. If your movie is 20 frames and your animated background is 5 you will see it 4 times.<br><br>I hope this helped but you can write me at <A HREF="mailto:ferhelping@yahoo.com">ferhelping@yahoo.com</A> if you need more help.<br><br> <p>Fernando Regueiro<br><a href=mailto:ferhelping@yahoo.com>ferhelping@yahoo.com</a><br><a href= > </a><br>