Ahh you're making the same mistake I did!! :-) DirectShow is NOT part of the DirectX toolkit. MS for some unknown reason decided to move it to the DirectX Media SDK which is spearate! I only learn't this after a 128M download! I does actually say this on the web site, but it is not very clear at all. (Us lot over here in England put it download to our lack of ability to read American!) Anyway why use DirectX? Try a CAnimateCtrl....