Fading in 3 images =(

I have an idea, but I am totally unsure how to pull it off.

I have 2 images, and I want to fade them in one overtop of another in a cool way. I was kind of thinking like a flash effect and it fades in, and in a second another one does the same overtop of it. I want to do this for 2 images and I guess make it into a movie clip and loop it.

And for my second question, how do I loop a movie clip along my timeline?

Any help/fla files would be GREATLY appreciated.

Thanks a million