I downloaded autoruns, hid all microsoft objects, and unchecked all the boxes. This had no effect. I then started to play around with everything and eventually turned off the shared access service (i.e. windows firewall and internet connection sharing) and this is the only thing that works. That brings me back to my first conclusion that this service is in conflict with explorer.exe, but I don't understand why. Have you got any other suggestions? I must be doing something wrong, how can I be one of the only people that has this problem. I am starting to think that I am the problem and not sp2. Could this be related to the way I am setting up all the pc's. Maybe my language settings (English, SA) or my timeline (Harare, Pretoria) as these are the only things that I do differently to everyone else. It can't be hardware or driver related, as I get the same problem on completely different machines and I have tried using both the original drivers and the latest downloaded drivers. I have even tried doing fully unattended installs with integrated drivers. Another thing that confuses me is that this problem only occurs when sp2 is slipstreamed or installed on win xp sp1 machines, or on win xp sp2 machines when I install the windows updates. I think I am going to loose this battle.