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remove the code attached to your buttons and put all the rollOver and rollOut code in the onRollOver and onRollOut methods.
I did what you said...thanx again the help, but Im still having issues. The problem is when the cursor is resting on 'mc2' and 'mc1' intersects as it crosses the stage, the cursor stops 'mc1' and allows 'mc2' to advance. Im not sure if im getting conflicts because there are two seperate frames with two seperate scripts running (see below). Or, if its a layers issue. 'mc1' is on layer 10 (above) and 'mc2' is on layer 9 (below). I have ttried if statements, swapdepths, enable, Im not sure what I should be looking at here. I need 'mc1' do be disabled yet still be visible and infront of 'mc2'. Is this even possible?
if two movieclips/buttons overlap mouse events will be intercepted by the top-most movieclip/button and the movieclip/button that's below will not detect a mouse event. there's no way to prevent that behavior.
to have a movieclip that's not above all others (that have mouse handlers) respond to the mouse you must use a hitTest().