First of all, you don't need the scroll pane. That would work, but it's a lot of overhead when all you need is a mask. Just create a mask the size of the scroll area and then move the masked movie back and forth by adjusting the _y property. To get the easing effect, you will want to use the Tween class. Here is a tutorial to get you started: http://www.macromedia.com/devnet/fla.../tweening.html