How 2 Theme First of all you want to create a folder on your desktop. Name it whatever you wanna call the theme. Then you want a wallpaper. You can use photos or you can use your own artwork. You want wallpaper to be atleast 800x600, but preferably 1024x768. Here are some free tools that are good for creating wallpaper: Artweaver, Bryce, Gimp Wallpaper should be either .bmp or jpeg. BMP works best with all versions of win. After you create the wallpaper, you want to put it in your folder. Then you want to make some Icons. Here are some good free programs: Iconedit, Iconlab After you make your icons put it in your folder. Then you wanna make some cursors. Animated ones look best to me, but it comes down to what we each like. Here is a free cursor creator: Realworld Then put your cursors in the folder. Do you want sound in your theme? you can find many free sounds on the internet as public domain. Or you might want to do your own recording. Put sounds in folder. Do you want a screensaver? Here is a good free tool: Saver Forge.  If you use SF in Vista, be sure to run it as administrator each time you use it, or you will have trouble. If you have money and can afford shareware then i like these programs: Iconcool Editor Ax Cursors Axialis Professional Screensaver Producer So basically you put all sounds, icons, cursors and all files in your folder. When all files are in the folder, right click on you .bmp wallpaper and copy it. you want to paste it in in C:\Windows. Right click on your folder and choose "copy" paste it in C:\Windows\Resources\Themes.  In Vista Right click on the desktop and choose "Personalize" The rest is common sense. Be sure that you are setting everything to the proper directories that you just pasted to. In XP you right click on the desktop and choose Properties, the rest is common sense. Be sure that you are setting everything to the proper directories that you just pasted to. Save your theme calling it whatever you like and put that file in your folder on the desktop. You can also place your files in a setup using software that you find or buy, which makes it easy to install. Here is a link to the best free one: Setup2go Goodluck!