That link that rodzilla gave you for BlackViper is really one of the best...use the "safe mode" settings he gives. Also do a search for "XP-anti spy".That's a small free program that's worth it's weight in gold. When you run XP-antispy you get a long list of options you can turn off that you won't get in WinXP.It lets you get rid of the pop-up ballons,messager service,Win auto updates,Windows regestration service,and most important the Alexis regesitry. That last comes with XP,and has been found to be nothing but spy wear. Please note...turning off the "auto updates" does not stop you from manuely useing Win updater ..patch early and patch often. Following the above(BlackViper settings and XP-antispy)and running ZoneAlarm firewall,not only did I get rid of A LOT of things running in the background....but I've had my computer tested on three sites,and found it is locked down really tight(security wise). SWAMP