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This is very interesting so I tried it out in VMWare.. here is what I did.. 1. use ghost to layed down a Syspreped image onto a new VM Machine. 2. Boot up PE and run imagex /capture c: and saved the WIM to a network share. 3. created a new VM machine, and boot up WinPE. 4. Diskpart the new drive and format it to NTFS 5. run imagex /apply the.wim back to C: In the VM preped with ghost in step 1, a reboot will cause the VM go into mini-setup, but in the VM applied with ImageX, it bluescreens at me. anyone have any suggestions? Is this a VM issue? thanks.