I see a bunch of things reported as running on your HJT list that really are NOT essential to either Windows or the Components/Software they support. I'd clean up the programs that are configured to run at system startup. XP may very well have it's own utilities for that but for Win2k, I use the Startup Monitor and Startup Control Panel found at http://www.mlin.net. These plugins give me easy access to cleaning up my startup programs as well as monitoring/notifying me when a new program wants to be configured for startup at boot time. When you do check your running applications & processes, I recommend using these two lists to cross reference what you have running to help you determine if it is "essential" or just a memory hog: * AnswersThatWork - Task List Programs * Uniblue - WinTasks Process LibraryIf you find files running that you know you don't use anymore, uninstall them from the Control Panel. Now that you've run some system scans, I'd recommend using Ad-Aware SE, Spybot Search & Destroy as well as keeping antivirus running. If you run full scans at least weekly, your problem shouldn't rear it's ugly head again.