MOUSE_ON buttons in pop-up triggers MOUSE_OUT

dear gents,

i created a main menu with several buttons with a MOUSE_OVER function,
when rolling over these buttons a pop-up (mc) will appear.

in the pop-up i have placed more buttons…
a MOUSE_OUT function is added to the pop-up to fade out this specific pop-up,

the funny thing is… when i roll-over the buttons in the pop-up it triggers the MOUSE_OUT function thats added to the pop-up so the entire pop-up plus buttons fades away so i am not able to access these buttons…

how can i roll over the buttons in the pop-up without the pop-up and button fading away?
i hope that makes any sense…

please help me out on this one,
cheers,
jay