bestsmr, I had a feeling this was coming! You cannot overlap controls in AutoIt - it cannot read your mind and determine which control you wish to be on top and action and so decides to action neither. The problem with your first script is easily solved - just disable the Pic control (as is explained in the Help file): #include <GUIConstantsEx.au3> $Form1 = GUICreate("Form1", 710, 667, 192, 124) $Pic1 = GUICtrlCreatePic("D:\1.jpg", 64, 64, 297, 193) GUICtrlSetState(-1, $GUI_