Something like that would be very complex and would require a lot of drawing functions, and a LOT of owner-drawn controls - you would have to owner draw pretty much everything, which although having a nice end product, is very laborious and time-consuming. Note also that although it looks funky, it does slow the application down significantly, especially if transparency and other complex graphical renderings are used, one of the reasons why I believe that Windows Live Messenger is quite slow :@. You could think about creating simple owner-drawn items, such as buttons and menus, which are relatively simple to do, and then you could have some decorative bitmap images kept in a resource file which could be painted onto the background or something using the WM_PAINT command. You could also use transparency to make the application look more futuristic - take a look at this sourcecode here (Note the copyright notice). Also, if you are using Visual Studio, take a look at the GDI+ documentation on MSDN for some more information. GDI+ is a good API as it is redistributable, under the copyright notices (look at the legal information on MSDN), and it allows for some basic image manipulation and reading of common file formats such as .jpg, .gif and .png, aswell as some nice text functions. It also depends whether you want to use classes and MFC or not. I'm sure that there are a lot of classes out there for this sort of stuff, but as a straight-C programmer I am not familiar with any of these. If you specify what you are trying to aim for further, I may be able to help you out a bit more. Hope this helps! --PerspX