anything under A rollover..will NOT be 'seen' as the ROLLOVER is in EFFECT...so the rollovers you have UNDERNEATH this rollOver..wont be triggered..cause thr first/top ROLLOVER is still in effect..and will be until the ROLLOFF effect is triggered. if you want to trigger anyting UNDER a ROLLOVER at the SAME time..then you need to use a HITTEST method..(as stated above)