I got it fixed guys. I thought I would share the results. As I suspected, the SP2 slipstream included some crap for TabletPC. I am guessing it does this because the SP2 is used for TabletPC edition also. The only way I could get it to work is to use nLite. nLite is a util that allows you to create you unattended install, slipstream SP's, slipstream hotfixes, make bootable, and remove crap from the install that you dont want. I used it to remove unwanted stuff from the cd, including TabletPC stuff. I used it also to create my unattend file and then edited it manually. Now, my cd is much smaller and it works perfectly. nLite worked great for me. I have no idea why that TabletPC stuff was happening, but it was. Anyway, thanks for the feedback. -DJ