I have looked all over and can't figure out why this started happening, for about a week now Services.EXE pegs my dual core 100% and then my pagefile climbs upto 2.4gb then its like a total system freeze for about a minute then it slowly drops, all this happens after a restart and for about 4 minutes after.

It really annoys me and I don't recall that ever doing that in all my years of using WindowsXP.

Any ideas here?

what services are tied to that process?

Its linked to "Plug & Play" from what I see so far and i am going through the rest of the list so ill be a minute or two

ok other services that there linked to are....

Logical Disk Manager.....
Logical Disk Manager Administrative Service....
Messenger....
Smart Card....
Telephony....
Windows Audio....
Windows Driver Foundation - User Driver Framework...

disable all but these:

Telephony....
Windows Audio....
Windows Driver Foundation - User Driver Framework...

what happens now?

every one of those were disabled the services.exe keeps restarting it self, I used process explorer and search on-line and something microsoft changed recently made the service run full time no matter what, that kinda sucks now I see what is going on seems some one in a high profile "chair" wants people to upgrade and its being forced by having a few annoyances so people will jump the windowsXP band wagon, that's how i see it now.

so no matter what you do, nothing in services.msc will stop them? neither the stop button nor the disabled startup option in the drop down list? man that sucks.

Ok still having this issue though my new rig isn't so bad with in about 3 minutes I can load up a game and surf the web but not so lucky on my older machine, I watched the clock today after loading up and hitting alt-ctrl-delete to bring up the task manager and both times it took 17 minutes for the window to show at that time my pagefile was caped and my memory tool near the clock said 1mb, that's really sad.

Some people tell me the the Plug and Play which is showing the "services.exe" in the task manager has always been there and that its suppose to be at 100% at all times, if thats true whi is it only doing it that past couple months? something isn't right.