I'm doing everything so it's taking some time. I'm fairly new to Actionscript 3.0 but I've got most of what I need down. The plan is to make the game just like it was with the same layout for all levels... the kicker is that I'm going to add additional characters for when a player finishes the game... along with an extension of some new levels and story lines. On top of that, I want Mario and Luigi to do a little more than throw fireballs. I figure a little electricity would be nice. Anything worth doing right is worth doing with care. So, this is moving ahead one step at a time. I will be making the characters in 3DS Max 2011 and then dropping them into Flash. It's just easier than drawing everything by hand or animating vector shapes in Illustrator or Flash. I'm going 3D baby!... then 2D... but it will be totally HD and you'll be able to set your own controls. Wish me luck.