OK, I give up! Running SP4 win 2000. How do you turn off the debugger? I tend to be a 'bit' (pardon the pun) more hardware than software sooooooooo I gonna say this as a side note. I went into dumb mode. If you ever go to add/remove hardware and select show hidden hardware....... If you see an unknown device..... Don't decide that it must be something that you didn't remove totally and uninstall it!!!!!!!!!!!!! It finally stopped when it got to a device that was needed to boot annnnnnnd, after reinstalling my mainboard drivers, video, modem, sound, etc., I'm running decent but probably gonna do a clean install just to make sure all is cool.