Would you like to run XP Mode, but prefer Sun’s VirtualBox for virtualization?  Thanks to the free VMLite plugin, you can quickly and easily run XP Mode in or alongside VirtualBox.

Yesterday we showed you one method to install XP Mode in VirtualBox, unfortunately in that situation you lose XP’s activation, and it isn’t possible to reactivate it. Today we show you a tried and true method for running XP mode in VirtualBox and integrating it seamlessly with Windows 7.

Note: You need to have Windows 7 Professional or above to use XP Mode in this manner.

Install XP Mode

Make sure you’re logged in with Administrator rights for the entire process. The first thing you’ll want to do is install XP Mode on your system (link below). You don’t need to install Windows Virtual PC.

Go through and install XP Mode using the defaults.

Install VirtualBox

Next you’ll need to install VirtualBox 3.1.2 or higher if it isn’t installed already. If you have an older version of VirtualBox installed, make sure to update it.

During setup you’re notified that your network connection will be reset.

Check the box next to Always trust software from “Sun Microsystems, Inc.” then click Install.


Setup only takes a couple of minutes, and does not require a reboot…which is always nice.

Install VMLite XP Mode Plugin

The next thing we’ll need to install is the VMLite XP Mode Plugin. Again Installation is simple following the install wizard.

During the install like with VirtualBox you’ll be asked to install the device software.

After it’s installed go to the Start menu and run VMLite Wizard as Administrator.

Select the location of the XP Mode Package which by default should be in C:\Program Files\Windows XP Mode.

Accept the EULA…and notice that it’s meant for Windows 7 Professional, Enterprise, and Ultimate editions.

Next, name the machine, choose the install folder, and type in a password.

Select if you want Automatic Updates turned on or not.

Wait while the process completes then click Finish.


The VMLite XP Mode will set up to run the first time.

That is all there is to this section. You can run XP Mode from within the VMLite Workstation right away.

XP Mode is fully activated already, and the Guest Additions are already installed, so there’s nothing else you need to do!  XP Mode is the whole way ready to use.

Integration with VirtualBox

Since we installed the VMLite Plugin, when you open VirtualBox you’ll see it listed as one of your machines and you can start it up from here.


Here we see VMLite XP Mode running in Sun VirtualBox.

Integrate with Windows 7

To integrate it with Windows 7 click on Machine \ Seamless Mode…


Here you can see the XP menu and Taskbar will be placed on top of Windows 7. From here you can access what you need from XP Mode.


Here we see XP running on Virtual Box in Seamless Mode. We have the old XP WordPad sitting next to the new Windows 7 version of WordPad.

This works so seamlessly you forget if your working in XP or Windows 7. In this example we have Windows Home Server Console running in Windows 7, while installing MSE from IE 6 in XP Mode.

At the top of the screen you will still have access to the VMs controls.


You can click the button to exit Seamless Mode, or simply hit the right “CTRL+L”


This is a very slick way to run XP Mode in VirtualBox on any machine that doesn’t have Hardware Virtualization. This method also doesn’t lose the XP Mode activation and is actually extremely easy to set up.

If you prefer VMware (like we do), Check out how to run XP Mode on machines without Hardware Virtualization capability, and also how to create an XP Mode for Vista and Windows 7 Home Premium.


Download XP Mode

Download VirtualBox

Download VMLite XP Mode Plugin for VirtualBox (Site Registration Required)