OK, I still need help with this one.....somebody probably knows where to find this or how to make it....

Not bad, although that one is so short it will probably be hard to loop...

any other examples or possibly how to make it myself?

You make it sound easy, but I think for what I want, to make it look cool, I will need a better description of how to go about that...

 

OK guys, I've tried to do this based on some good ideas I've seen (Thanks Randy T!)....but I'm running into a wall, here's what I did:

I created about 5 cloud images in Fireworks with a Gaussian blur effect, they look good....then I exported them into Flash MX (not 2004 btw) and I messed around with zooming the cloud images in, rotating them, and fading them out when they got too close, at which point the next image would be zooming in, rotating, and ultimately fading out......the plan was to use these 5 images with the zoom and fade effect and loop them without being too noticeable....I wanted it to look very real.

Here's the problem.....since I imported these gif's and they have a background with the same color as my flash stage (sky blue), when the images zoom, rotate, and "pass by" each other, you can see the image outline, the square outline of the imported image, and it's noticeable when they pass each other....if I could get rid of this annoyance, I would have the perfect cloud effect, but I don't know how?  any ideas?

I did try setting the image background in FW to transparent, but then when you export the images to Flash you just get "solid white" square images.....HELP!!!