I have 2 laptops with XP Pro SP3, and both have the same problem. When I connect to the Internet, a 10 minute torrent of activity rendered them useless. I checked Task Manager and found wuauclt.exe was using up to 244,000K of memory and 99% of the CPU. After a while, the WU scan activity subsided and the machines were again useable. However, this same torrent of WU activity would restart at various times during the day with the same unuseability problem. I had Windows Autoupdate set to notify only, so I turned if off completely. That stopped the startup and periodic activity torrents. However, when I manually go to the Microsoft Update site to check for updates, the scan for applicable updates (after verifying the correct update app is installed) takes over the entire machine, goes on and on, never completing - at least for an hour. Apparently this is what was happening when Auto Updates was turned on. The last update successfully applied was on August 2, for the Icon problem. I would like to be notified of updates, but those long scans were killing me. Is this lengthy scan a known problem? Has anyone else experienced this? Are there any suggestions as to what I might do to fix this? Is there somewhere else I can go to get Windows updates?