[andrewas]

Sounds like good ole 'format c:' will do the trick. Two things - XP is better than ME which I havent heard a single good thing about *ever*, and check and recheck your backups. The check em all again, cos every single time someone does this they lose a vital save or something.

I woudnt advise an upgrade in any case - their reputedly less stable.

You might be able to skip the format by deltree c:/windows and del *.* in c:/ , but I woudnt recommend it - lots of crap will be left over and your HDD will be highly fragmented after the ME install.