I'm having the same issue with my win2k sp4 slipstream. I'm on duty tonight so I'm continuing to work on it. What OS are you trying to "lighten up". Things I've tried: -XP Install works great! (difference in installations being hotfixes and OS specific Addons). -Changing HKU to HKLM in NLITE.INF -Removed my RunOnce settings and compiled them into an NSIS installer that registered the executables as RunOnce. Things to try: Remove all addons, install <~~~ If this doesn't work I'll start undoing tweaks If this works then I'll try: -Adding back on hotfixes -Adding OS specific addons (DirectX, IE6, MDAC) -Adding generic addons (Firefox, etc...) Other posts have been quasi-helpful in understanding the problem but hopefully I can at least narrow down where the problem might lie.