Hit the alt, ctrl, and the delete button all at the same time and another menu pops up and you should hit end task on each item on the menu except explorer and systray. You will have to do this separately for each item until they are all gone. This will stop all the programs running in the background. Then you should be able to run your defrag. Joseph Rydzy ----- I cannot run defrag on my C-drive. Says too many things running in background. I don't know what this means or how to get rid of unnecessary start-up items. Can you help me? "Hold No Punches.." Rode brings you great shareware/freeware programs with his honest opinions in this weekly column. http://freepctech.com/rode