Bad Image Distortion.. Please Help

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This is whats happening… If I have more than one frame on the _root timeline than my image distorts. I need multiple frames on the timeline so I can have a
preloader.

Here is the example

http://www.proximitydesign.com/test/test.html

I have 2 MOV that make up this flash.

  1. The shoe with a mask to crop it out
  2. The shoe MOV being swung back and forth.

MOV 2 is on the _root timeline and then MOV 1 is inside MOV 2

Any Ideas why this is happening?