i have a modeless form that is created from my main form. i've noticed something that i don't unserstand and i thought you guys might be able to help me out. after i create my modeless form from my mainform and then generate a messagedlg popup or some other popup window from my modeless form, my modeless form is sent to back behind any other windows open on my desktop..usually mainform. if i minimize all windows except my modeless form and generate a popup window, everything looks fine. is there a z-order issue here with my app's forms? i need for the modeless form to be just behind the popup windows and not be "sent to back" behind all other windows. basically i want the same "look and feel" that i would expect from a modal form except that i have modeless. thanks to all who respond.