Hey I spent the better part of 2 days installing and reinstalling components on windows 7. I have isolated the problem to ATT. It seems a driver for ATT prevents exclusive boot time access to the main C: drive on Win7 RC. This prevents any offline defrags. This did not occur on WinXP. Any theories on this Ray? Any manual edits I can do to solve this??? This issue is likely similar to the issue defrag programs had with daemon tools and alcohol, basically the driver is loading before the defrag program and prevents exclusive access by defrag.sys file. This was solved with an updated sptd.sys file a couple years back. Also note, I have already set ATT to NOT load with windows, so that will not solve the problem.