TO clear the confusion, let's go through this list. SP2 contains WMP9 along with it's latest hotfix. Notice how the build number is higher? MDAC 2.81 I believe is included? MDAC2.8 and before needed this patch. Weren't these included in the latest Cumulative Update for IE? If not, they're still included in SP2. Service Packs are cumulative. They include the previous SP, and all Hotfixes that were created before the code was frozen. In this, ALL of them. SP usually don't contain Recommended patches unless they were originally included in the OS (WMP or DX). DX9.0c is included in SP2, so you don't need to isntall that seperately. WMP9 is also included. Juding from You're not slipstreaming but simply adding the entire 266 meg file to your CD. So that means you have the original 450 meg XP, the 120 meg (give or take) SP1, AND the 266 meg SP2. That's about 900 megs right? Look here.... http://www.msfn.org/articles.php?action=show&showarticle=49 Start with a Fresh copy with no hotfixes or anythign added. Slipstream SP2. You won't need any hotfixes, but you want, you may include .NET framework, Journal Viewer, and HighMat. But that's up to you. EDIT: FYI- This is the list that contains ALL the fixes contained in SP2. http://support.microsoft.com/default.aspx?...%5bLN%5d;811113 http://www.microsoft.com/technet/security/news/xpsp2.mspx