I had copied i386 directory from the Windows CD to D:\ and now I'm on step #2 Here's what I've done Saved the SP to D:\SP Opened a command prompt and typed D:\SP\WindowsXP-KB835935-SP2-ENU.exe -x to extract the sp Specified D:\sp for the directory to expand to And here's the command I get stuck on. When I type D:\sp\i386\update\update.exe -s:D:\ then it gives me the popup error. Just FYI I successfully created a win2k with sp4, all update, dx9, mp9 using the win2k steps just fine. My guess is my cd is already slipstreamed with sp1?