Hope this helps, Im at work right now and away from my VB, please excuse any uncertainties but try this out...
It sounds like you want to put text on a background image kind of thing, like the text under the icons on your windows desktop...
If thats the case then you should ( i believe ) be able to do this with the designer...
In the designer, draw the label on top of the picture inside your picturebox. Use the designers property tool-window on this label and click on the BackColor property.
This should open a lil window ontop of the backcolor property with 3 tabs, click on the Web tab and scroll all the way up ( or down ) and you should see a transparent property...
Ither that or there might be a backstyle or backgound property to set to transparent.....