Let me see how concise I can make this for everyone's sake: 1) First things first: I am working in an office environment where the option of a clean install is NOT an option. I am only the IT guy and they are telling me that a clean install is NOT an option. My only "final" recourse (and I mean, only if I absolutely have to), I can make one system a fresh install, put all of the required software back on and then clone it. 2) I have a bunch of beige box systems from a vendor called "Network Access Systems." They were installed with OEM copies of Windows 2000 from the warehouse. Now, we would like to upgrade these machines to XP Professional. 3) We have bought a volume license key and appropriate licenses for Windows XP Professional and have done this upgrade on almost 30 other machines in the office (they are Gateways with OEM 2000 installs). 4) For some reason, whenever we use the exact same CDs from the other upgrades to try an upgrade on one of the beige boxes, the installer crashes half-way through the install leaving a wonderful endless boot loop. The computer blue-screens, and before I can read the message, it reboots. On 2 separate beige boxes, this is the case, so it is not a one-time fluke. I am at wits end trying to figure out why these machines won't upgrade. The vendor I mentioned above says that because it is an OEM install, we can not do an upgrade from that. But from every other source, including my experiences with the Gateway machines in the office, I should be able to do the upgrade. I know it would be a problem if my XP disc was OEM, but it is not. It is a Volume License disc that was provided with the licenses. If anyone has any insight on a solution, or at least a way for me to catch the blue-screen so I can post it for clarification, PLEASE let me know! I am desperate for a solution here! This is the LAST time I let this company buy from a beige box vendor! I will be monitoring this thread pretty closely, so if you need more information, please let me know and I will do my best to provide it ASAP. Thanks so much in advance for any help you can provide.