OK so I don't get this but hopefully someone might help. Every stinking time I go to update windows, it checks and download but as soon as it goes to install, it fails! Now when I ran nlite, I checked the "keep windows update files" box so I wouldn't delete anything that was needed. And the only services I have disabled are: * Computer Browser * HID * Routing and remote access * SSDP discovery service * Themes The rest are set to Auto and manual. So WHY the hell won't this **** thing update?! Im running XP SP2 Thanks, Chris