As for Carrara running under XP I have no idea. As for the internet connection you did not need an internet connection to install XP. However it will need to be activated, thus nmeaning if no internet coonection is availble you will be givin a Phone # and a 10 - 50 digit code that will be generated after XP isw installed on your system and that code is sent to MS and then another code is sent tyou which will unlock XP is not registered XP will stop running after 30 days. That is the way BILL G himself explained last night on a PBS program.