Well, I fixed it, but not sure I can explain it clearly. On frame 45 there were two movie clips. One was just a background, the other was the movie clip that I wanted to add the event Listener to. I found that if i moved the movie clip to a frame before frame 45 the button would work, but when it got to 45 it would stop working. I deleted the background movie clip and everything started working. I put the movie clip back on the stage and it still kept working. There was not any code or listeners associated with the backdrop. It was just a graphic symbol movie clip. I have been working in flash since version 2 and I have never seen anything like this. I have had a corrupt object in the library, but nothing like this.. something that prevented a listener from activating. very weird. Thanks enlight for trying to figure out the issue. It helped just knowing someone was thinking about it. I spend 8 hours on this and I don't know how I could have figured it out any sooner.