Yes. I know that much - that you don't have to put a password on your own box. The login/password prompt is what comes up when connecting to the other box. In this cases I have 2 boxes with XP in my own little network. No changes have been made as far as services are concerned. Telnet and Terminal Services are both up and running. I don't know what you mean by adding the machine I"m telnetting into to the terminal services group. I would just assume that I could simply telnet into the other box. That is the way I learned, is this not correct? I wonder why I need a password?????? Is it possible the other box has been comprimized by someone else and has set a password?