Silverbullet,<br><br>Here is your solution. Try printing this so you can do it while you read it:<br>Let's do one button at a time.<br><br>- Create the design of the button and the text (the way you want them) in the case of your example is just a grey circle and the text.<br><br>- Now that you have both objects, convert each one to symbols but as graphics first (not buttons)<br><br>- Erase them from the current frame, (select and delete).<br><br>- Create a new symbol, a movie clip. You should be in the edit symbol screen now.<br><br>- Open your library and find the graphic for your text (not the button because only the text will fade) and drag it to the edit screen. Align in the middle of the page is better.<br><br>- Now you have the graphic in the movie clip. Insert Keyframe in frame 7 or 8, change the Alpha of the object to 0 and Create Motion Tween. Test the animation, it should fade out.<br><br>- In the library, select the symbol you just created and right click/ Duplicate it. You have the copy of your movie clip. Now doubleclick on the copy in the library to edit it. Select all the frames and then right click / Reverse frames. Press enter and the movie clip should fade in this time. <br><br>- IMPORTANT: Don't forget to add a STOP action in the last frame of both movie clips. <br><br>- Now you have 2 graphic and 2 movie clips (fade in & out).<br>Create a new symbol, this time a button.<br><br>- In the first frame add the graphic of the button exactly where you want it and then Insert Keyframes for the other three frames. Now all of the frames look the same. Go back to the first frame and select it. Now drag the fade out movie clip that you created from the library and place it where you want it in the screen.<br><br>- Go to the next frame (over) and drag the other movie clip (fade in) to the screen. Use the onion mask to place it exactly on top of the other one.<br><br>- Do whatever you want in the down frame.<br><br>- Test the button and that is it. All you need to do is create many buttons like this and place the text for each one in the same place so when you mouseover a button it fades in and when you move to another button it fades out but at the same time the new text fades in.<br><br>Cool, if you have questions write me at <A HREF="mailto:ferhelping@yahoo.com">ferhelping@yahoo.com</A><br>