Exporting a large project with premiere, cracking audio.

[Mithrandir1101]

Alright, I hate to clog this forum with yet another question, but I have to, or this project that i've been working on is worthless.

First of all, I took Alice in Wonderland, the disney movie, and completely deleted the audio to it, and placed my own soundtrack to see if I could change the atmoshpere and the mood of the movie, (it was pretty much just and excuse to teach myself premiere). I've been working on it for about a month now (on and off), and was going to try and export a test copy to see what it looks like/sounds like etc..

Well the video comes out fine, but the audio is completely distorted, when its real quiet you can barely tell, but as soon as the music starts to get really loud, and climax, the sounds cracks up and makes this awful popping sound.

I used all .mp3 songs in the project, when I did a similiar project with the last 18 minutes of the Matrix, and the song called The Decline, it worked fine. Divx movie, with MP3 Background music, no problem.

But yet this Alice in Wonderland project is giving me massive problems.

I've kept this question vague and open ended, so I may possibly get more than one answer to my more than just one problem.

Thanks in advance.

PS: Project audio settings are set to 48000hz and with display format on Audio Samples.

[Mithrandir1101]

Well after screwing around with it for hours at a time, I've found that setting the audio gain on all tracks to -3.0 will keep the sound crisp and clear when it exports, but it seems to be ******* with my fading on the audio tracks.

Any other work arounds for this problem?