hi jootfish, i experienced something near it with nlite and/or creating xp on a vista system. nlite (1.4.9.1) seems to imply files from vista system instead of using the given files and directories. use a running windows xp system to create the disc and maybe you go the steps up to sp3 + updates manually instead using software for it. at least you should know if its nlite which makes the mess! check your pidgen.dll. the new ones reject my oem key (my key is original and never used twice, not blackliste and works with the sp1!) cheerz traum