4017 & 555 LED sequence with a twist

i was just wondering if someone could help me out with this. i know how to use these 2 ICs to make sequenced LEDs, however I was just wondering if someone knew of a way I can make the 2nd LED come on with the first one still on, then the 3rd LED with the previous 2 on, and so on. then they all turn off and it repeats. I would also like them to fade on/off if possible. i'm trying to do this with a 9V and no microcontrollers. any help would be appreciated, thanks.

You need to design a circuit that uses a shift register IC to replace the CD4017. Add fading circuits to each output.