thanks guys, your posts made me remember that i had set the 'Unattended Mode' changing to 'Hide Mode' fixed it... although at the lost of the 'Repair' options
how do i stop this from showing up at all? i'm trying to make a 'unattended install cd' . i've got everything else working fine, sp3+latest fixes, directx, java, wmp 11 etc... any help with this would be greatly appreciated