Andre, First, thanks for all the time you spend on this. My Windows 7 installation started acting strangely after I moved My Documents to a secondary drive, so I made an image copy, wiped the boot partition and reinstalled. Because I have an Upgrade license, I did not activate on 1st install, shutdown and "upgraded" the original Windows 7 install. This seemed to work well except that the shutdown now takes 3:52 to 3:55 (m:ss). Other than Windows and MS Updates, I installed Avast Free v5 and an AD1888 sound driver from the motherboard vendor in XP compatibility mode. The motherboard is PC Chips Goal 3+. When I use xbootmgr -trace shutdown -noPrepReboot -traceFlags BASE+CSWITCH+DRIVERS+POWER -resultPath D:\TEMP the result always shows 15 or 16 seconds to shutdown, instead of nearly 4 minutes. Here is the link to the trace: http://cid-a79fe3f6b8b4fd21.skydrive.live.com/redir.aspx?resid=A79FE3F6B8B4FD21!102 My original upgrade of Windows 7 (from XP SP3) shutdown in approximately 1:10 to 1:40. Any ideas? Thanks again, Buckeye