OK, I'm using the GetOpenFileName function to display the Open dialog box for a program I'm making. The problem is, the first time I try to bring up the box, it won't come up, it like...stays behind the main window. Then, every subsequent time I use it, it works. Any ideas how I can make it appear over the maine window EVERY time? I've thought of using ShowOwnedPopups and stuff, but I can't see how I'd work that in. The box comes up with the GetOpenFileName function call, so I can't put the ShowOwnedPopups beforehand, because beforehand, there aren't any popups, and I can't put it after the function call, because then the popup is already gone. Argh. Any ideas? Thanks.