I've got a VM set up with 256MB of RAM, and a brand new XP SP2 Upgrade install CD. When I boot the VM from that CD, Windows Setup loads its base files and says "Setup is starting Windows"... then it waits a long time... and then it gives me a BSOD with the error SESSION3_INITIALIZE_FAILED. I tried disabling acceleration, and that doesn't seem to help. Any thoughts?
Update: I think I have a marginally corrupt install disc. I got the suspicion when, after one install attempt, I did NOT get a blue screen, but rather a message that one of the .sys files was corrupt. Also, Disk Utility had trouble pulling an image of the disc. Ultimately I was able to extract a disk image from the CD, after several attempts, cleaning the disc, etc. (This despite the fact it is brand new.) With this image I had no trouble installing XP---even the disk switching to handle the verification of a prior product worked just fine.