Header image rotator fade

Hello,

I'm looking for a module or a javascript that will rotate the header background image.

I have a header image and a background image to the left and right repeating (X) throught the width of the browser.

I'd like to rotate the header so that 4-5 images will loop, I would do this with flash but since I have a background image that stretches the width of the site, i'd like to change those too.

any ideas how I can have a nice fading animation for three different background?

thanks

Idan