Expose All Windows Closes Imeditately Upon Initiation

Clicking a mouse button or pressing a key to initiate the All Windows feature of Expose causes the animation to start, screen to grey out then immediately it goes back to the desktop as if the button or key was pressed again.
This only seems to happen when more than a handful of windows are open. I've opened 20 or so windows split between minimized and maximized and the issue happens (may seem excessive but it's not only necessary for how I work but this situation is where such a feature really shines).
Closing several windows makes it work again. On rare occasions it will work even with a lot of windows open but for the most part it doesn't.
I've tried changing the keys/buttons associated with expose and it still happens. All other expose features function properly.

Don't know for sure, but the only thing that comes to mind is that your desktop pattern or picture is over something else, and as you hit F9 the top layer reveals the lower level.
So the question is.. what's your desktop picture/pattern? If it's a picture you've made or created, it might could be just small enough to not fill up the desktop but large enough to look like it does, and under certain circumstances, moves out of the way to reveal what's underneath.
And, of course, I could be totally wrong

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