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I'm trying to install Windows XP Mode on my work PC, a machine running Windows 7 x64 Enterprise. However, every time I try to run it, it disappears and re-installs itself.

Here's the sequence of events:

  1. Download XP Mode
  2. Download Virtual PC (same place)
  3. Install Virtual PC
  4. Reboot
  5. Install XP Mode
  6. Skipped update from XP Mode page since I'm already running SP1 (if you attempt to install it you're told it doesn't apply)
  7. Started XP Mode, get prompted with Windows XP Mode Setup
  8. When prompted: accepted the EULA, set up a password, set up automatic updates
  9. Setup then shows some info and a status bar
  10. Setup goes away. Nothing else happens
  11. I click the "Windows Virtual PC" from the Start Menu
  12. I see the "Virtual Machines" folder is empty
  13. I do a Start Menu search for XP Mode. I click the shortcut
  14. The Windows XP Mode Setup wizard shows up again.
  15. I follow the same steps as in step #8 above
  16. This time I notice, during the status bar portion like I saw in step #9, I see an entry in the "Virtual Machines" folder for "Windows XP Mode.vmcx". It's listed as "Running" under Machine Status
  17. Once the Windows XP Mode Setup wizard goes away, the status of the Windows XP Mode Virtual Machine changes to "Powered down"
  18. I double-click on the "Windows XP Mode.vmcx" file.
  19. I am once again presented with the Windows XP Mode Setup wizard like in step #8 and the "Windows XP Mode.vmcx" file disappears.
  20. If, at this point, I click "Cancel" the VM remains gone from the "Virtual Machines" folder. I can still do a search for "Windows XP Mode" in the Start menu and find a shortcut that essentially starts the process over at step #8 again. Or if I instead go through the wizard then the process repeats anyway.

The Event Logs don't show anything funny but I'm not sure if there's supposed to be more logs elsewhere.

The machine is using a Intel Core i7 870 processor, so the processor isn't the issue (plus as I follow it the processor-specific requirements were removed with SP1). System has 12GB of RAM so I don't think memory is the issue.

Some of my Google searching shows incidents of people who were experiencing similar issues (although never mentioning the infinite setup wizard) and fixed them by removing some driver that was conflicting - like a USB webcam or something. I'm a software developer and I've got a plethora of drivers for various things - flatbed scanners, mobile phones, etc., so removing drivers and starting over is not really an option.

If I have to resort to something like VMWare for the legacy programs I need to run then that's what I'll do, but in the meantime has anyone experienced what I'm seeing above? Anyone know how to fix it?

share|improve this question
I assume Virtualization is enabled in the bios?, some systems have it disabled by default. You have plenty of disk space? Strange issue. – Moab Oct 20 '11 at 17:38
@Moab: That was it. Post an answer so I can accept it :) – Tom Kidd Oct 20 '11 at 19:38
Bios or disk space? – Moab Oct 21 '11 at 3:40
up vote 1 down vote accepted

Virtualization has to be enabled in the bios, most notebooks have this disabled by default, also check to be sure you have enough hard disk space.


share|improve this answer
For the record, this was it - the BIOS had it disabled. I figured this out with Microsoft's tool for the job: – Tom Kidd Oct 21 '11 at 14:17

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