"nearly everything is animated "frame by frame"."
Nearly everything was animated with motion tweens actually. I don't know who you were trying to fool there... But the tweens were at the best quality. Very good performance, there were some bits of the animation i didn't like, but overall very nice. I'd say this cartoon is better than/close to overlapping madness in greatness. Your perspective in the backgrounds is awesome, did you use any tutorials / special methods? I know the one point technique but im still rusty and learning that bit. I would love you beyond believe if you told me your refrences. But i'll keep this a little, short nice work man, it's appricated. Also I like the "extra" scene ;) and thats amazing work for flash 5!
David M.