Fixed this problem, but would still like some feedback into what might have happened. As win98 loads it says it found a new unknown device, no hardware has been installed on my PC for a long time now and no software that I can think of has been installed last PC session. If I choose for it to search for the best driver for this new unspecified device, it freezes up. If I choose cancel, it continues loading. Next I get: "Install microsoft directX 6.0 Can't find cdrom directory. Please select directx setup path" And at the buttom I can search through my hard drive directories for files like usual. (I can also delete and rename through this if I needed to, I think) If I press cancel, it freezes. If I press ok it continues loading, sort of. Next I get: "Explorer causes a invalid page fault in module explorer exe at 0177.00401f31 Registers: (insert a bunch of unintelligable code) Which leaves me with only my desktop background. I can call up program manager, the only thing listed is aulosetp (which I think might be my sound or video drivers, but I can't be certain) If I call up program manager earlier in the load I can see "runonce" listed. Sometimes after I get past unknown device and install directx 6.0 screens, I get a install ace F TP 3 freeware 3.00.4. I did not install any such thing. Out of curiousity I took it partly through the installation process. It defaults to installing to a directory without a root. (no C:\ or any other letter) and I can't browse directory like I can with the install directx screen. Safe modes explorer bugs just the same, but it doesn't give me the rest of that nonsense. Also I have to take special measures to get the screen that works. I have duel boot with XP setup (XP is broken too, broke awhile ago) and choosing safe mode for win98 via that F8 key doesn't work. I have to start to let windows 98 loading then immediately shut it down. Then it gives me the old win98 start up choice menu, that works. It says, since windows didn't load last time, maybe you should try one of these other options. Maybe someone knows a easier way? *edited in* Ok, using the instructions I found to type at c:\ prompt, scan reg /restore and choosing a earlier register date, that has fixed my problems. But I would still like to know what might have caused them in the first place and a eaier way to get to safe mode, command prompt etc.