Ok. To more easily explain my problem with you guys, I have included a "Diagram" if you will of the problem. Area 1 is the area where all my buttons and dropdown menus are. Area 2 is the greatly overlapping "background" area that is invisible. What I want is to have Area 2 behind Area 1 and the width and height of Area 2 barely exceed Area 1's. This will allow me to call the "hide()" function for my drop down menus whenever the mouse "seems" to move away from buttons and the menu. http://www.alexwait.com/NortonvilleandWinchester/main.html EDIT/UPDATE: Ok. I've now got the box "behind" the menus and buttons like I want. But when I move my mouse into another element... for some stupid reason I am getting the onMouseOut event being fired for the "behind" element. Thanks again.