it stops in several places. But the first place it hangs, and returns this error is when it says: Install_sqlncli_Cpu64_Actions I've tried things like killing setups in task manager. But this dosn't help. the only setups that show up are attached to the main installation, and what ever secondary installation this message is trying to execute. if I skip the "second" installation, and skip this spot it hangs on; the main installation fails. How do I handle this? I'm just trying to get the server 2008 onto my pc. I had versions of 2005, and 2012 on my pc that I uninstalled. Are there any registry's or things I need to clear up to get this to stop happening? (confused)