Check out litepc.com, the home of XPlite. This is the successor to 98lite, and it lets you configure Win2k and XP to your liking. This version runs as a windows native app, so you don't have to do a reinstall to get all the benefit. It may be crude, but I would suggest getting this, and removing IE, Messenger, and Outlook completely, rebooting, then running something Norton Utilities WinDoctor and see what kind of crap is left regarding registry stubs. This has exposed them in the past, and you can delete them there and be done with it (XPlite also lets you turn off file protection, which lets you delete system files, and the bloody caches where the restore files hide, so you can get rid of something permanently). Do backups of things like address lists before, obviously, and once the system is clean, you can use XPlite to reinstall features. Oh, and don't be afraid to play around a bit. You might be surprised at just how well XP runs without IE and Outlook....never mind the fact that you can ignore 98.9% of the security patches M$ throws out. And all you need to do is find the IE registry key at the top of the stack, copy it to the desktop, and reinstall it after removing the nasty thing; that is the key that all those proggy installers look for that swear you -have- to have IE for them to even work. Guess what..... They Lied..... ;) Even now, the most you tend to lose is the html help files. Can't say that about Office, as it uses IE as a display front end. But most of the other stuff that does will default down to windows standard interfacing if they can't find that stinking browser. And work just fine (you can also remove the dancing puppy dogs and paper clips, and free up some resources in the process. Worth the small fee for that alone. And if Shane Brooks manages to code a non-Active Desktop to replace the beanie baby....XP might qualify as a real OS, not an 'entertainment Utility') Actually, there's some 130+ 'features' you can yank out by the short and curlies, including Media Player and all it's problems...