Here is a picture of my basic problem.
<img src="http://dl.dropbox.com/u/30590854/problem.GIF" border="0" />
The top has the "z buffer" off.
The bottom has it on.
I want both to be completely solid (not being able to see through them)
But for somereason (I have a object that has an [always=on top]event. but the 3d box looks like it's ALWAYS on top.