Drawing on top of a listbox

I have created a custom class derived from CListCtrl.  I want to have a standard entry field (CEdit) on top of one of the rows in the ListCtrl.  I will be hiding/showing it from time to time.  Sort of mimic'ing the cool in-place editing feature of the directory listbox for MSVC's options box.

I have been able to draw and show the edit field just fine, however if the CListCtrl needs to be repainted (let say a window covered it up for a second), the CEdit field gets painted first and then the CListCtrl paints over it.  All I see is a blinking caret when the window is done repainting.  It seems this is the order in which MFC paints the controls.  
Here is what I have tried:

1)  I have flagged the CListCtrl as transparent.  Funny thing, the on-line help says transparent windows will get called last, huh?  That doesn't make sense.

2)  OnPaint message for custom CListCtrl.  -- Doesn't work.  Everytime I update the window (i.e. draw something on top of it) it loops endlessly (like it wants to repaint it again and again because of my painting on top).

Is what I am doing possible?  I really don't want to draw the listbox and everything relating to it myself, I just want to paint something on top and use the listctrl as a normal listctrl.

Is this possible?

Tom