simply add the popup to the panel rather than the main app, eg:
PopUpManager.addPopUp(titleWindow, panel1, true);
although the main app will still be disabled
PopUpManager.addPopUp(titleWindow, panel1, false);
is a quick way to allow you to still do things in the main app, whilst having the popup only focus over the parent panel.
customise the popup abit, make it immobile and tadaa.
A popup is either modal or non-modal, and if its modal, everything other than the popup is inactive. Don't think there is a way around this, at least nothing you want to spend your time on.
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