All, On the main stage I have a button that is highlighted on rollover. I am using mx.managers.CreatePopUp to create a dialog box that pops up and takes user information. When the dialog box appears above the button, mousing over the dialog box triggers the highlight for the button beneath it. Can you provide some suggestions as to what the issue might be caused by? (I am fairly new to Flash so any suggestions would be helpful. Just looking for things to experiment with to get the correct behavior.) Other info that might be helpful: I've noticed that when I create a modal version of the dialog box, this behavior does not occur. Dismissing the modal dialog disables the entire stage. Fixing this issue would also solve my problem, but I've been unsuccessful thus far. Thanks in advance.