Well, I'm not optimistic about changing the code, I mean this is 1.3.1, I imagine the author is aware of this by now. As for menu, I took a look at the readme's that went along with it and I couldn't see much of a difference than popup2.dll. Since all I want to do is add side graphics with popup2, would there be a way to link that directly to a label, so that the graphic is drawn in relation to the position and size of the popup?

Edit: Well I think I found a workaround for the always on top thing, in xpopup I took out icons and added the !PopupRescan bang to my hotkey for hiding/reshowing all the graphics and that seems to take care of it. As for the scrolling thing I can probably figure out some method that doesn't feel awkward.