OK, like allways, I would recommend this: format c: and start over. Why? You have done a lot that can confuse a PC: upgrade the OS, change the boot drive, added drives, upgraded software (Xplode had it's quirks ...), and so on. Besides that, it seems you suffer from IRQ issues. Therefor: start all over, from scratch. First: dive into that BIOS and disable what will not be used: USB controllers, IDE controllerts, serial ports, parallel ports, PS/2 port ... Anything that will not be used. This could save up to 4 IRQ's! Second: still in the BIOS: assign to the slots the Rex and RT are in, their own IRQ's. 9, 10 and 11 are the good ones! RT can share with the Rex, but if you have IRQ's enough, don't share. Leave the others alone. Do not plug in the Rex and RT boards yet! Simply reserve their slots. Put in all other hardware you will be using: NIC, Xplode ... Install the drivers for the Xplode 2.11, BUT NOT the XPLode software! Third: install W2k. Very important: W2k will most probably try to install as an ACPI PC. ACPI is the advanced PnP system (to assign IRQ's and stuff). But because of the lack of proper support at this time from hardware, it's mostly a source of more advanced problems. So, when asked, do not install ACPI, but install W2k as a 'Standard PC'. You can change that afterwards too. Or, disable ACPI in the BIOS too, if the option exists. If possible, disable all power management in the BIOS too. Test everything before proceeding! Check for IRQ assignments! There should be nothing on the IRQ's you reserved for the slots the Rex and RT should be in! If they are assigned, do not proceed, and check for an ACPI installation. If so, remove and install as a 'Standard PC'!! Fourth: if all is well, start adding the Rex and RT boards together. Have the latest 2.8 release available. After rebooting, point to the latest 2.8 drivers (unpacked in a folder). After rebooting and proper driver installation, install the 2.8 software. Again, test before proceeding. If you want to use Premiere or MSP with the Rex, install these before installing the Rex 2.8 software!! Fifth: after having thoroughly tested the workings of RexRT, install the plugins: Xplode software, BorisFX, ... Whatever plugin software you might want to use: Quicktime, ... And allways: if at any step like I described it, things do not work properly, do not proceed to the next step! Solve the problem first! It will not go away by going to the next level! It will not be solved by ignoring or working around it! Good luck,