There isn't a bottle neck. It hung, and I walked away, and went to work. 8 hours later, still frozen. The CD I use has been used to upgrade from 2k-XP on 3 machines, and when I did the same thing on this one, got the same error. It has been used on 1 machine as a fresh install with format. My hardware I got from a local cyber hub for hooking them up on WoW Beta (I am a GM for WoW). I was having Hardware issues, and they took it and set it up for me. The HDD I have is the one I been using for about 6 months now, never a problem. 160G White lable, parted into 3 drives for Root, Personal, and Server files. I have a 3.0Ghz w/ Hyperthreading, however I only have 1 stick of ram, that is a PC3200 DDR 512. I used this same OS before my hardware upgrade, fast as hell. As I stated before, I have 2kPro, however I want XP. 2k installs perfectly, however upgrade from 2k to XP SP2 does the same thing as a fresh XP SP2 solo install. The only non SP2 CD I have is messed up, friend's and is scratched. The Mobo is brand new Intel, same with the drivers, should not be faulty. Thanks for the help.