Please pardon my ignorance here. I have 32-bit Vista Ultimate on an older Pentium D system. It's fast enough, and I have a good graphics card. I got the copy as an OEM when I built a different system and never used it. I decided to try it here just for the heck of it. It is used for 3 things - As a SageTV client (so there are NO video files stored locally on the c: drive), as a Media Portal client (again, NO video files created or stored locally) and UB Funkeys for my son (not a big app by any means). As far as utilities go, I have a couple - O&O Defrag, Catalyst Control Center, Norton Ghost, and CPUZ. That's about literally it. Nothing else. I've enabled the ability to see hidden AND system files. The pagefile is on the second drive and there are no leftover ones on the main drive. Hyberfil accounts for maybe 3GB of the total. I did a cleanup and got rid of Windows.old. Is this a case of supply creating its own demand? In other words, if I installed this on a 30GB SSD, would it only take up 10-15GB or so? I've heard that's what a clean install of Vista Ultimate takes. Is Ultimate just grabbing a ton of space for restore points and shadows and such because it can? This just seems ridiculous to me that I have to spend an hour letting my drive Ghost itself if I want a backup. the c: drive is a SATA II 500GB WD drive. Is this normal? Is something lurking on the c: drive I can't find but is being backed up anyway? I'd like to get a 60GB SSD but am honestly afraid to when I see this going on. How would Vista Ultimate install in that case? Could I go down to 30GB? Thanks for any help.