Motion layer estimation has recently emerged as a promising object tracking method. In this paper, we extend previous research on layer-based tracker by introducing the concept of background occluding layers and explicitly inferring depth ordering of foreground layers. The background occluding layers lie in front of, behind, and in between foreground layers. Each pixel in the background regions belongs to one of these layers and occludes all the foreground layers behind it. Together with the foreground ordering, the complete information necessary for reliably tracking objects through occlusion is included in our representation. An MAP estimation framework is developed to simultaneously update the motion layer parameters, the ordering parameters, and the background occluding layers. Experimental results show that under various conditions with occlusion, including situations with moving objects undergoing complex motions or having complex interactions, our tracking algorithm is able to ...