I would first ask if you are loading your previous sessions? I know I had driver issues every time I would load the past session. I would delete my sessions and then start from scratch. When you make an auto login, make sure you have the parameters autologin at least once (1), if it's set to 0, then you could have problems. I never had SP3 problems at all as of yet. My Windows XP PRO CD has SP3, and IE7 integrated with it. I also included software packages such as Adobe CS3, FireFox Beta 3, ITunes, Quicktime and Office XP 2003 with SP3. It's about 3.2GB on the DVD I managed to finally get it right after a ton of tries. The only strange thing I've seen when upgrading to SP3 is that after slipstreaming, I run the CD in the windows setup, when in DOS you can see Windows Copy over to the Hard Drive, I get this strange error about 30% of the way through that says "can not copy CLOCK.AVI or file is corrupt." I eventually hit escape and it proceeded to finish. After the install, I looked at my old copy of WinXp with SP2, CLOCK.AVI was in the I386 folder, but when I looked at my folder with WinXP SP3, it was not in the I386 folder. So somewhere in the slipsteam, something happened to CLOCK.AVI. I have not tried to manually put it back and load a machine yet, but I plan on trying today. This is the only problem I've had. HTH.