xbootmgr waits 120s to let your Windows become idle. This didn't happen on your Windows. So you still have a lot of application in your startup folder/Run keys. Add the parameter -postBootDelay 300 to set the post boot capture time to 5minutes. nisrv = Microsoft Security Essentials. Do you use version 1 or 2? To see more details, run Process Monitor, enable boot logging and now run the xbootmgr command from here: http://www.msfn.org/board/index.php?showtopic=140247 After booting to the desktop, run ProcesMonitor again and stop the logging and write it into a PML file. Now stop the xbootmgr trace, zip both files and upload them. So I can look into the PML to see what the service is doing while it hangs.