Download ShortPopUp
Make a button, a start menu entry with hotkey, whatever:
command: ..\ShortPopUp.exe
parameter: -display 3 -sort -startdirectory %P
Now you already get the popupmenu in current directory but the problem is clicking on directories in popup menu will start explorer!
Therefore we have to tell Windows in general what it has to do when clicking a folder:
First backup the key HKEY_CLASSES_ROOT\Folder\shell\open in case you wanna revert the changes later.
Then delete key HKEY_CLASSES_ROOT\Folder\shell\open\ddeexec and change default value in HKEY_CLASSES_ROOT\Folder\shell\open\command
to "..\totalcmd.exe /O %1"
or
to "..\totalcmd.exe /O /R=%1" if you wanna change path in right panel, don't know if there is a possibility to always change active panel, your turn...
Read the ShortPopUp.htm to further change the popupmenu to your liking, it has great parameters, you can load an ini file as well.
Btw., the app ResizeEnable from same author is great, too, it enables resizing of normally unresizable windows like Background Transfer Manager in TC or Ctrl-F12 for example.

Icfu
Edit:
Clicking on folders on desktop still starts explorer after that change. If you wanna change your system to always open TC instead you can delete the entry "BrowserFlags" under HKEY_CLASSES_ROOT\Folder\shell\open. I've got no information about that value currently so beware. After that change right click-open in Explorer starts TC as well!