I installed SP2 on a clean install of Windows with no problems. I disabled the Windows Firewall and the Security Center services, so they dont annoy me anymore. You can also get rid of that VERY annoying information bar that pops up in IE by going into Internet Properties, then selecting the Security tab and enabling automating promting for Active X controls. Also enable automatic propting for file downloads. In the pop-up options uncheck "show information bar when a pop-up is blocked."