Wait I think I got it. If I chose Desktop as working directory it burns every file on the desktop????. So I had a couple zipped files on my desktop(400MB or so) and it looks like those are on my CD also. My stock XP w/SP2 cd is 582 MB, does that sound about right? Also SP3 looks to be about 300MB, does this mean its impossible to put SP3 into Windows install and still fit on CD?