Windows question

I'm wondering how windows decides what order to draw things in. I'm doing a little project that uses the output of a winamp visualization to draw to the background of a subclassed RichEdit. I have a winamp plugin that acts as a proxy between the visualization and winamp. When the visualization asks winamp to create a window, i return my own window handle. The visualization creates a child of this window handle, and renders into it. Now, i can't return the handle of my RichEdit, because then the text gets overwritten by the visualization. What i've got at the moment, is instead of creating my RichEdit, i create a child window, and then create the RichEdit in that window. But that doesn't work either (the RichEdit text still gets overwritten). I've tried ordering it like this:

       Root
         |
      Popup1
      |    |
  Popup2   Visualization
      |
RichEdit

But that doesn't seem to work either. Is there a way that anyone can think of that'll allow me to render the visualization behind the RichEdit? I've overridden the WM_ERASEBKGROUND message for the RichEdit, and told it not to erase the background, which works - and i've created the RichEdit with WS_EX_TRANSPARENT, but it doesn't seem to be helping. Heres a screenshot of the above setup: As you can see, the visualization is still being drawn over the text. Ignore the visualization only being tiny, i know how to fix that. Anyone got any ideas how to fix this? Cheers, Steve