Cool I thought TweenMax.allTo() was depreciated and was going to be killed off, so I havn't tried to use it. If you keep it, then I could put like 2 TweenMax.allTo tweens into a TweenGroup set that loops, and save myself the pain of having several looping Tween groups that work on different clips but do that same thing. All of my clips could be in an array for each step in the TweenGroup. nice going to have to play with this. hope you reconsider depreciating these. LOVE THIS STUFF! keep up the great work.