the only thing that i really need to use in litestep is the popup.. is there a way i could run the explorer shell but still use the popup? or maybe just get the start menu to be as quick and responsive as the popup module?

edit: whoops wrong forum.. if someone could move this to the modules forum i'd appreciate it. sorry

You can run litestep on top of explorer, but you'd have to use a hotkey to bring up the popup, as you wouldn't have the right-click-on-desktop capability. Alternatively, organize the shortcuts you really need into folders in your desktop, quicklaunch, and/or Favorites/Links folders. The Favorites/links can be added to the explorer file manager toolbar (like a popup on every file manager window), and any of the folders can be added to your taskbar as a toolbar. That'll give you quick, easy-to-use menus.

i may try that.. do you know if there's a way to remove all of the icons from the start menu though? if i could do that i'd be happy (as then the startmenu would scroll as fast as the popup i believe)

I don't know of any way to remove icons from explorer components, but you can use one of those tweaking programs to increase the size of your icon cache. Here's a script that adjusts the registry value:

http://www.kellys-korner-xp.com/regs_edits/iconcache.vbs

Or you can look at the key in the script and then change it manually with regedit. That should speed up the start menu once the icons have been loaded.