Membership 2.1.2 problems with access levels

Hi, I am trying to set up the most basic membership site and ran into a problem.

The site is very simple - I am selling access to some training videos:
* public / free users see a few pages: Home, Order Now, Login
* Paid users after logging in gets to see these pages: Home, Videos, Your Account, Log out.

Here is my setup:
* I use Pages for everything, no blog posts are used.
* I have 2 Access Levels: Free Users, and Paid Users
* I have 1 "subscription plan": "Paid Member Plan" (Indefinite)
* I have one gateway addon setup - Paypal Express - simple payment
* Stranger setting: Use Member Level "Free Members"
* User Registration - Use Subscription: None
* Registration page: Order Now (a Page with order shortcode)
* Account Page: Your Account (a Page with account shortcode)
* Protected Content page: "Access Denied" (page)
* For "Free Users" access level, I added in positive rules "Pages", and checked "Home, Order Now, and Login" pages
* For "Paid Users" access level, I added in positive rules "Pages", and checked "Home, Videos, Your Account and Log Out" pages.

Simple enough - right? Is this the best way of setting up the basic membership site?

The problem:
When I am not logged in, I can get to all the free pages fine (Home, Order Now, Login) and the main nav menu offers these pages correctly.
But when I log in as paid member, I cannot get to the "Videos" page - I get bumped to "access denied". However, the nav menu offers the correct set of pages "Home, Videos, Your account".

Here's the weird thing - if I go into the Paid Users access rules, and just hit "Update" (without changing anything), then the paid pages all work fine, but then the free users get screwed up - free users get bumped to "Access Denied" when trying to go to the Log In page.

Now if I go to Free Users access rules, and just hit "Update", I get the original problem again, where the Free Users pages all work fine but the Paid members pages get screwed up.

I've tried a few combinations of using Positive and Negative rules to no avail. I even tried recreating the Log In pages to no avail. I also went to Permalinks and re-updated the settings there.

Any help is most appreciated. Thank you!

Wordpress 3.2.1, with Membership 2.1.2, using Twenty Eleven theme.