Okay, for some reason or another (*ahem*

) I trust the opinions of the people around here (even though all I ever do is lurk,) so I need some help.

I'm looking for the 'perfect' piece of desktop software for me, and I need some help to know if it even exists!
Basically, I want (skinnable, natch,) popup menus on my desktop. Different ones with say, the middle button (I like being able to pop up a task list, a la Litestep or NextSTART,) and right mouse button. Customizable menus preferably (and taskbar and systray support. *cough*)
So far I've tried both LiteStep and NextSTART - and neither really satisfies me too much. LiteStep says it will run on top of explorer - but I've only been able to get that to happen by disabling desktop2.dll - killing any popups (as far as I've been able to tell.)
The newest beta of NextSTART seems nice - but I'd admittedly rather work in PNG or TIFF than BMP - and it has a few little quirks that just seem to bug me - plus it seems generally unsnappy - like it's always bogged down (even worse when you use it's alpha options.)
Not asking for a lot, huh? Is there anything out there which may exist - that I just possibly haven't stumbled across yet... I hope?