Just to encourage you, Fuzzy: My situation is just like yours, except that I was fortunate to find good advice right away from a friend at church. I'm installing my first brand-new large drive (500GB, just like yours), and I had never before encountered the 138GB barrier with my old WXP install disc until this weekend. On my first run of nLite, all I did was slipstream SP3 (downloaded from the MicroSoft site) and removed a few annoying things like MSN Messenger and the animated search dog. The other stuff is gravy, but you don't need to mess with it. (I also invested some time to fill in the "unattended install" stuff, which really paid off.) Burned the disc. Using that disc, the install program can now partition and format the entire drive. I went out while it formatted, and came back a few hours later to find the brand-new Windows desktop! nLite does have a lot of powerful features and things you can do, but the basics were easy enough for me to get right on the first try. Most importantly, it solved my partition problem without any headaches.