The PictureBox is not perfect and if you turn on the borders you should be able to see that it does not resize itself correctly after the image has been rotated. In theory PictureBox.Refresh() or PictureBox.Invalidate() should sort out any problems but in my experience those methods do not help and the picturebox does not seem to know that the image has rotated. What I found helpful was to simply reassign the rotated image to the PictureBox.Image property. The strange alternate click issue with the Panel's scrollbars tends to happen if you muck about with the scroll properties. I came to the conclusion that Microsoft never meant us to change them! Alan.