Ok ... not sure how or if this is possible so i wil run a comp on it . first person to post me a sample of below wins. What i need. I have a image of a cartoon face with a speech bubble next to the face. I need this image put into flash and then within the 'speech bubble' questions will appear every 15 seconds. The questions will be taken randomly from a external text file. Exmaple: Flash file loads and grabs question 15 from the text file 15 seconds later the flash file grabs a different questiona and replaces the first question with the new selected question and so on ... This process just keeps running .... The questions need to fade in and out as they replace each other. Show me a sample of this happening and you win ... I will then post you my image and you can make it work with this. I will require the source flash (.fla) file at the end + the external text file . Good luck