The first thing is to make sure that your BIOS is completely up to date. I've had FC3 hang on USB detection on other systems (non-Dell) before, and a BIOS upgrade fixed it. FC3 seems to be more sensitive to broken USB devices/firmware than previous releases...probably because it's now implementing a more complete and standard USB subsystem (including hotplug). As you've indicated, it's best to have all USB devices unplugged until you get it working (including any external USB hubs, etc). Also, are you using USB keyboards or mice, or are they PS/2 devices? Also, if you don't care about USB devices (only as a last resort), you can use the kernel boot option "nousb" rather than "noprobe" to just skip the USB stuff. Deron Meranda