After tearing my project apart all the way down to nothing, I found the
problem: It's a bug in RB2005r4.

If you set a window's Composite property TRUE and put a PopUpMenu on it,
then you'll get endless paint events for the window. If the composite
property is false, then you don't.

I've filed a bug report, with a sample project. If others could add their
votes to the report, maybe RB will fix it sooner rather than later.

- John


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