On retail versions? Do you mean OEM versions will be different? I thought licensing was the only difference, but that might explain something, since it's an OEM disk I'm using. Are you sure it doesn't install? Yeah, pretty sure. I've installed XP so many times, I'd notice anything new. There aren't any extra progress bars or anything like that. Yes, the reason I was confused is because I've never, ever seen anything in the trimmed-down ui that was related to activation. I've never seen an activation prompt until I'm in with the full gui. There wasn't anything like this. Thanks for your reply. I appreciate the help.