Material sequence is giving problems

[legacy-Milo_PEZ]

ok... I got this material sequence on a static mesh I converted from BSP. My problem starts when I enter the level and look at the screen. The materials cycle fine. But when they do.. it seems there is a brightness difference between the fade and the show. So the sequence goes:

Displays pic 1
Fades to pic 2
snaps darker and displays pic 2
fades to pic 1
snaps darker and displays pic 1

???

any ideas what I can do to make the transition better?

[legacy-tenfour]

Maybe put the sequence in the diffuse layer of a Shader and use the Shader instead?

I had a problem with a combiner, where material 2 was always unlit, while material 1 had the lightmap on it. This solved the problem.