In the last few days, I have noticed a drastic slowdown in my VMware Windows guest OS.. I recently bit the bullet and upgraded it from XP SP1 to SP2, and that seemed to work fine for quite a few days. The two major changes I made to the system recently were: 1) The most recent update from CentOS (can't remember which one, but it was within the last two weekd for 5.0). 2) Adding another VM guest OS, this one a CentOS 5.0 guest. What happens is, usually when I click the mouse in the Windows window, the system hangs up completely for some period of time that usually exceeds four minutes. Thereafter, once the VM is "running," it will occasionally just stop when I am transitioning into the VM from elsewhere. I verified this using the CentOS system clock - last night it stopped at 23:01 and still read 23:01 when my cell phone, which is usually dead on in sync with the system clock, read 11:04pm. I cut back on the amount of memory allowed to the Windows VM (768MB, down from 1GB) and that seemed to help a little, but I have 2GB and I'm thinking that this should not be a problem. Any input would be helpful. Thanks. mhr P.S.: Now I'm thinking that my earlier remark about applications was a bit overstated....