Help....with a "simple"? photogallery

Hi guys i am going crazy with this but it should be simple…for someone who knows AS…
I am doing a very “simple” gallery , i want all the pics inside an swf(no xml or external loaded pic) and i guess that’s the problem…
I want a slideshow that play automatically(no next or prev or stop buttons) with images that fade in and out of each other with an interval of about 3 second each.
Also i would like to change background color for each pic whenever it fades in.
I tried to do it with by tweening the pics(converted in MC) with the alpha and created different layers but it doesn’t look smooth at all and i can’t change color background unless i drow one with the rectangle tool…
Is there a way to do this in as?
Thanks a lot for your help
Massimo