Yea, it may not be the best option, but it seems to work good so far. It wants to apply some updates when ya want to shut down after the first bootup, but otherwise works rather well. And the update prompt could be because i have a reg edit for Auto download of updates, and install when shut down. I was actually rather supprised at how well it worked int he SW1 folder, I was kinda expecting something to not work, but worked it did. I'm not sure how many patches I should add to teh SP2 install disk though. Obviously IE7, and WMP10, along with whatever updates for them. Surely a fully apdated SP2 disc would work fine, but would ya really need all the updates if ya have SP3 in teh SW1? Prob is though, I'm afraid to really add to many updates after SP3, to be slipstreemed into it because SP3 wiull be added after. Well, it's all going into a DVD disc anyways, lots of room right? May as well have a full SP2 setup with all updates. And if ya don't have MCE 2005, well then simply slipstreeming SP3 into the disc seems to work fine, so can have a smaller disc. *shrug* Well, it works at least.