Innocent text fields can be a worse case of what I was talking about, in that they have to be sent over to the graphics card, and so does anything behind them that gets disturbed. From what you've said maybe it's even worse if it's using device fonts. My other advice, about the matrix, was with the blood splatters in mind, but it looks too like the images being preloaded helps. For things to get cached they have to be within the stage area for at least one frame of time. That would be distracting of course, and you can't get away with having them hidden behind something, and then in front, when they're in front they would be recached. So, if you're using CS5.5 you could use the new visibility feature. Have your demanding bits all on stage at the start of the scene, but set them be invisible (just select the first frame of the span of the instance, and uncheck the Visible box in the property inspector). Then when you need them, either make another span in the same layer of the timeline, that starts with them being visible, or use code to make them visible. They do get cached if they are invisible, and it's a lot let demanding than having an alpha of zero. Also, the two spans, the first invisible one, and the second visible one, get combined into being one instance when the swf is published. Make sure the two initial instances have the same name.
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