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First off, a "Happy New Year!" to you too

Because if you need to wait for a window, you'd use WinWait() Also, ShellExecute() does not guaranty what is going to happen. The OS will decide what to do. Do read the help file to avoid these mishaps in your code. Because you'd become familiar with what AutoIt has to offer. So, do the katas. Otherwise you'll be asking yourself why, why, why.

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Brentp, If I had a pound for every time I have answered this I would be considerably richer! From the Help file: "If a picture is set as a background picture, as the other controls will overlap, it's important to disable the pic control [...]: GuiCtrlSetState(-1,$GUI_DISABLE)." Now you should find it all works as you want: #include <GUIConstantsEx.au3> $Form1_1 = GUICreate("Selector", 402, 273, 205, 142) $Pic1 = GUICtrlCreatePic("BACKGROUND.BMP", 0, 0, 401, 265) GUICtrlSetState(-1, $GUI_DISABLE) $Button1 = GUICtrlCreateButton("Button 1", 95, 112, 97, 25) GUICtrlSetFont(-1, 8, 400, 0, "Calibri") $Button2 = GUICtrlCreateButton("Button 2", 95, 148, 97, 25) GUICtrlSetFont(-1, 8, 400, 0, "Calibri") $Button3 = GUICtrlCreateButton("Button 3", 95, 183, 97, 25) GUICtrlSetFont(-1, 8, 400, 0, "Calibri") $Button4 = GUICtrlCreateButton("Button 4", 300, 142, 67, 25) GUICtrlSetFont(-1, 8, 400, 0, "Calibri") GUISetState(@SW_SHOW) While 1 If GUIGetMsg() = -3 Then Exit WEndAll clear? M23