LOL I kept forgetting to remove my CD and uxtheme and metapad would not install. I added this to the begining of my Main_Batch.cmd file CLS @echo off ECHO. ECHO Over the next few minutes you will see automated installations ECHO of various sofware applications, windows updates, and registry ECHO hacks being implemented. The computer will restart automatically ECHO once the whole process has finished! ECHO. ECHO Please remove your Windows Install CD from the CD Drive ECHO. pause ECHO. It takes away form being completely unattended, but it helped me remember. 8) I was thinking, if you are using more tha one CDcould you have the uxtheme commands run on the cd that does not include your I386 file? Then Windows would not have anywhere to autoload the originals from. How do you install from multiple cd's anyway? As far as removing those files from the dxsetup. Has this been tested on Windows 2003?