Hi, sorry, new to actionscript 3. I have a display() function for an object rotator(image based like a QT object movie). It first saves the current image in a helper variable and then allocates a new image, from the library, beneath the old one. To get a nice crossfade effect, the old image's alpha is looped down via enter_frame and then removed. Which is where there seems to be an issue with the display list, maybe recognizing oldImg's value as being already added? (it's not a first pass error) Btw, do i have to remove the old image or can i leave it, for when it's being called up via the mouse position again? (the image number can get fairly large) Does anyone have further insight? Thanks! function display(num:Number):void //num: image number { ... oldImg = newImg; ClassReference = getDefinitionByName("Class"+num) as Class; imgBD = new ClassReference(0,0); newImg = new Bitmap(imgBD); images.addChild(newImg); newImg.x=0; newImg.y=0; } function onEnter(evt:Event):void { if (oldImg) { if (oldImg.alpha > 0) oldImg.alpha -= 0.15; **else images.removeChild(oldImg);** } ... }