[Lsdmeasap]

Hmm well it should have installed fine. That hard drive may be dying, I have seen dying drives give access denied/ Permission Errors (Really)

Hmm, Maybe you should slipstream SP2 onto a install disk, but for me to tell you hwo to do that is a whole nother thread! HAHA

So, how did you attempt this? Thru MS updates or just by using the SP2 installer? If just the installer then the answer could be simply you need the Windows installer that MS updates gives you.

What I would have done is just installed XP, And went right to MS updates and install everything from there