Before installing it, clear your system of all adware, spyware, and other nasties. If you don't, there is a high probability of your system locking up from time to time afterwards. It is also better to download it and burn it to a cd. Then disconnect from the internet and shut down anything that is running in the background like antivirus, spybot search and destroy, etc. Do not shut down normal system services stuff though. After that, put the disk you just burned in, and it's a breeze. After installing, reboot, then run windows update, as there have been some more updates since sp2 has been released. If you don't have broadband, you can order the cd for free from microsoft. Another option if you have a slow connection is to just to do what I have mentioned, but instead of downloading the whole thing, simply run windows update after you clear all the garbage out of your system. The first method is preferable though. Just about every single person I know that has had problems with sp2 is because their system was filled with spyware, adware etc. and that is what messes up the install. What gets me about a people is they complain that microsoft has security holes in its product etc., then when microsoft finally issues a fix for these problems, they complain that they have to install it. Basically, no matter what microsoft does, these type of people will still be complaining, so there is no point in trying to satisify them.