>Yeah, I've tried that before and it does work. I guess I should have said also that the movement of the controls throws off the inital positioning I use for dynamic resizing. I found workarounds for that too, but I was just wondering if there was somewhere else I could instantiate the toolbar from.

I see - in that case, another idea is to move the form off the visible screen early (Init), say .Left = -10000. Then at the end of Activate, move it back. You can try an early Hide & late Show also, that might work also if the late Show causes no trouble.