UPDATE 2: After a while of Explorer.exe not eating CPU and Memory after MS Search was uninstalled, everything continued to perform as normal. I re-installed search, along with setting everything back to default (Using RegKey SetupCompletedSucessfully), Explorer.exe started to act up again, this is with indexing disabled, so I am still quite confused. You have successfully narrowed it down to the search module, just not sure what is causing that to go wild with memory and CPU. Any suggestions? Also, should I move this to another thread? Austin