Comic relief not withstanding... I guess I haven't explained what it happening clearly enough. SO here's the progression: Push the on button, 'puter runs thru checking for the mouse, etc., Screen for Windows ME pops up, more computer check, Password screen pop up, enter password............ then nothing. It just sits. I can do this in either the safe mode, or regular. There is no task manager to access, no icons to click on.. nothing. If I do the control/alt/delete the window pops up, and there are no programs to shut down, the box is empty. thanks for all the helpful suggestions, keep them coming.