Complicated Hover Menu

Hey guys! Hope I’m not bothering you guys with my first question =).
Hmm… I want to create a Hover Menu. Let me explain.
There’s a button named “Menu1”. When I hover it, there’s a rectangle fading-in near it, with other buttons. I know I can do it the simple way, by editing the “Over” Frame in the button. But doing that way, it simply “Pop” out the menu, when I want it to fade…

But there’s a bigger problem; I know how to make it fade-in on RollOver, and Fade-Out on RollOut, but I can’t seem to click on the links… I attached a *.Fla project (I’m not sure i’m allowed but hmm…).

help would be appreciated! =))
thanks!!

edit

hmm… I was thinking about replacing the Button with a Movie clip… but I’m still clueless. =…