I updated Xp last night by adding SP2 (directly from MS site) I have not used this PC in a while. This morning I tried updating to SP3 and I got the "Access is denied" error message. Anyway, the problem is the computer now will not even let me get to the desktop! I tried running safe mode (reboots) I tried the "last good configuration" (reboots) i've pretty much looked at every single posting I can find. I even spoke with someone at Gateway (their advice, do a "clean" update of Xp) I even tried the Xp boot CD, under recovery mode, and I cannot get a prompt since I get the error (invalid password) no matter what password I type! I have a lot of files/mp3s I would rather keep, but if I have to do a clean sweep then I guess I will. I was just hoping someone out there could tell me something new to try. Thanks!