This is the issue:
I want the proximity prompt to be on top but the billboardui has to be always on top to be seen from inside the cube.
IIRC, you can’t really modify the position of the ProximityPrompt feature rather than doing it within BillboardGui by changing its StudsOffset 
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I dont want to change the position I want both of the to be always on top ticked but for the prompt to be higher priority so it doesn’t glitch the text out
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On the client, you can disable the BillboardGui when the ProximityPrompt is shown and enable it when it’s hidden.
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But I want the billboard to be shown cuz the number is kinda the point of the game
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The number wouldn’t be visible if the prompt covered it. You can configure the BillboardGui or ProximityPrompt to be offset upward so they tend to not overlap. (parenting the prompt to an attachment or configuring whichever StudsOffset property you want on the gui)
Just to be clear with my original reply, the number would only disappear on the screen of whoever is close enough for the prompt to show. You can also list the number in the prompt’s labels though it’ll be in its small font.
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I dont remember proximityPrompts properties well, but maybe you can change their Zindex
if there`s no Zindex, then try to change offset to Prox or GUI
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