>I have three forms Form1, Form2, Form3. Each form has the following properties:
>
>DeskTop = .T.
>ShowWindow = 1 - In Top-Level Form
>WindowType = 1 - Modal
>
>Form1 has a button with Do Form2 in the click event
>Form2 has a button with Do Form3 in the click event
>
>I run Form1, click the button. Form2 shows up, can't click anywhere but on that form (as expected). I click Form2's button, Form3 shows up the same way (as expected). Now I click the X to close Form3 and it releases but Form2 is now BEHIND Form1?????

You tried playing with alwayontop/bottom?