I have a dual boot ME and Win2k system. Have XP Pro at work, but without Poser at work. All I can say is that P4 / PP and P5 work great on my home w2k system. Yeah, ME has a lot of services running that screw up the works. W2K sp 3 is rock solid for me. I'd recommend W3k. However, one thing to keep in mind, if you plan on using pboooost on your w2k system, it won't be fully functional on a fat32 format. To use pbooost with w2k, you need NTFS. Since both my OS's are on the same partition, I have to use fat32 and do without the benefits of the full pbooost, which is a bummer for poser. And I can't ditch ME or any other 9x kernal because older software like DanceStudio, etc, only run on the 9x kernal. Soooooo.......... Best advice is to partition your drive. Load ME new on one partition as fat32. Load w2k on the other partition as NTFS. Load Poser 4/PP twice, once under each OS. Sounds like a pain? well, if you have both OS's on the same partition its less drive space, but due to program incompatibility such as pbooost, its also a pain. There ain't no fixing it. Unless you don't use any software that demands the 9x kernal. I can't say if XP is the one stop shopping center. Maybe it is, dunno. Anyone care to comment? Oh, and I hate XP home, prefer XP pro.