Xml images not working properly with masks

I have created an image gallery for a client using actionscript 2 and xml. I have the gallery pulling in the images and text from the xml file and displaying correctly. The problem is the rollover/rollout affect I need to do. The image need an itunes affect flip, so the image looks like it flips to display a description then when you roll out it should flip back to show the image. The flash so far can be seen here http://concepts.bpweb.net/bi/carousel_v3.html.

The flash works by pulling the image in from xml and putting it inside a place holder MC inside another movieclip. This movie clip contains a mask which creates the flip affect and shows a white box containing text over the image. When you rollover this works fine, but when I roll out the image, and title have disappeared when the white box is removed.

At the moment I have left the rollover affect out (as you can see on the link) but for my own sanity I would love to know why I can’t get this to work. I probably havent explained this very well so I have attached a demo of how I am trying to get the rollover affect to work. Please excuse the poor coding but as you may have guessed I don’t really know what I am doing!