I only need Windows XP for a few applications. I don't need it for games, multimedia, graphics/video editing, or any networking/internet usage at all. As many know, Windows, by default installs just about everything it has on the cd when making a bootable machine. This is great if you're installing on a PC, but, in my mind, this is extreme overkill if you're only setting up a virtual machine on a Mac. I wanted a barebones Windows install to run under VMware Fusion that could handle the applications I needed to run. I wanted basically a "window" to run my apps in. Keep in mind, I don't have any networking or internet installed. Below are my guidelines to creating a bare minimum Windows install suitable for non-networked/internet virtual machines with no multimedia usage. I tested many test configurations all weekend, and some worked, some had some problems. After a lot of testing, I found that this procedure worked perfectly. Every time. No errors at all. This has only been tested under VMware. YMMV. I take no responsibility for anything you do to your computer(s). What you'll need: A working Windows PC or virtual machine Windows XP install CD nLite Application (free) Your Windows Updates of choice (SP2, hotfixes, etc.) Blank CDR And, obviously, a Mac and a virtual machine. Here's what you do in nLite to make a barebones XP install disc: 1) Select what options you want to optimize (service pack, hot fixes, unattended, bootable iso, etc). 2) Under the Components Section, you can remove whatever applications you like. I removed them all except defragmenter. 3) Under Drivers, the only driver that needs to remain is sound controller. VMware installs all of the other drives later when installing VMware Tools. 4) Remove whatever keyboards and languages you will not use. Since I'm a US English speaker, I removed them all. 5) Under Hardware Support, Remove whatever you won't use, but the only options that need to remain for Windows to function properly are Battery, CPU Intel, Floppy, Intel PCI IDE Controller, Joystick (yes, this, because the virtual soundcard is also a game port), Logical Disk, Ports, and Printer Support. 6) Remove whatever multimedia features you won't use. I removed them all with no adverse effects. 7) Remove whatever network options you won't use. I only removed the ones listed in black, just to be on the safe side because I didn't know what VMware needs to communicate with Windows. 8) Under Operating System Options, remove whatever features you won't use, but leave all the ones listed in red. I removed all the ones in black except for zip folders. Make sure you keep OOBE, otherwise you'll never be able to activate Windows. 9) Under Services, remove whatever services you won't need. They can be resource hogs. I removed crap I'll never use like Automatic updates and Error reporting. As a guideline to services, I used this well-respected guide. 10) Remove whatever options you won't need under Directories. I removed them all. From this point on, you can customize your Windows XP install to your exact liking. You can enter your user names and serial code for an automatic setup. YMMV. Then, complete the operations and make a bootable iso. Then, burn this to cd, and you have a bootable cd to install Windows. Like I said, this is for a barebones Windows install. It won't run games, multimedia, networking, or the internet. I hope this helps some of you out there.