When you say 3rd try, I hope you don't mean three runs/sessions of nLite over the same source (folder with XP files). You have to start with a new copy every time. And also what you said. Now, USB support is native to XP, but it was constantly updated by MS, and I see you are using XP SP0 and not integrating service packs. Thirdly, chipset drivers update the southbridge on your motherboard, thus USB functions. Just for the sake of comparison, most USB drivers on my system are version 5.1.2600.5512 from Service Pack 3. Another thing: I wouldn't remove DirectX. If you want to cut down on space, Manual Install and Upgrade will save you 40MB (unless you are going to use the CD for manual install/upgrade). Welcome to MSFN. Thanks for the replys folks, I appreciate it. 3rd try different folder each time (I followed the directions). That XPSP0 is odd because I used my XP SP2 disk. I've never updated any service packs on this computer because: 1) it has always worked the way I needed it with SP2 so I've never needed to update it. 2) It never sees the outside world (other then when I use a crossover cable to transfer files if my external HDD is elsewhere) on a side note, this Nlite program has sped up my computer immensely. If i could get the USB to work then I would be extremely happy. Cheers, Lucius EDIT: note, I did a fresh install of the full XP SP2 on to my flash drive and everything functions just fine so I likely removed something I shouldn't have. I'm building a couple more images today to see if I can solve it.