XP Mode in Windows 8 or ... Forward to the Past


Published 2012-12-26



Although Windows 8 offers generally excellent compatibility with legacy applications there may be important exceptions. Under Windows 7 "Pro" and higher there was the free windows Virtual PC with XP Mode, providing a Win XP Professional (64 bit) environment in which you could run applications that Win 7 would not.

Windows 8 makes available a virtualization environment (Hyper-V) that unfortunately does not support XP Mode. Furthermore, the old Virtual PC and XP Mode will not install under any circumstance. All you get is a nasty message saying the installation cannot be run.

The following links are a good way to get started when developing a solution:



There's nothing really specific to Win 8 in these except for a partial answer found at the first link.

In this article I try to point out a few pitfalls and potential problems, then conclude with what has so far proved a complete solution to obtaining an XP virtual environment under Windows 8.

How to Create a Virtual XP Environment in Windows 8

Please note there are some downloads involved. You may find a download fails to start or you are mis-directed by a download link (the VMLite site especially). The fix is to delete all cookies and, perhaps, to use Internet Explorer only. 

Before commencing work of this nature it is always a good idea to create a System Restore Point and backup your system either by cloning the system residence drive or using Windows 8 Control Panel/Recovery.


First Things First

You must find or create an image file of the XP system as generated by XP Mode when you installed it under Win 7. This file is named ...

Windows XP Mode Base.vhd

... and is found in \Program Files\Windows XP Mode.

This assumes you have a pre-existing Windows 7 hard drive or SSD that had XP Mode installed. If you don't you are in a tough spot. The only way I can think of to get this .vhd file in that case is to purchase a copy of Win 7, install it to a drive, boot up from that, then download and install XPMode. It depends how desperate you are. A copy of Win 7 really doesn't cost that much so the main downer is the time this all takes.

You could conceivably get a copy of the .vhd file from someone else but this would almost certainly be illegal. According to MS the license for XP Mode comes with the OS so if you do not have your own copy of Win 7 Pro you might be a criminal. If you had Win 7 and installed XP Mode there I see no harm being done to MS's interests. Their own support site would seem to confirm that. After all, you have paid so why should they care (just don't install a total of more copies of XP Mode than you have Win 7 licenses)?

  • Make a backup of that .vhd file and ensure it is never referenced by any of the other software you see named later as it might change it.
  • On your C: drive (or any other local drive, if you wish), allocate a folder to contain your XP system. I used $XP-MODE and will use that name throughout.
  • Drag a copy the .vhd File to that folder.
  • Examine the .vhd file "Properties" and turn OFF "Read Only" attribute if it is set.

The first link from above talks about Oracle's Virtual Box which you will find here:


... and the article later referenced at that link describes a "sort of" solution.

If you want to skip consideration of the "sort of" solution and go directly to the full solution, click HERE. Be sure, however, to do everything in First Things First.


The "Sort Of" Solution

This is presented only for completeness, because you will find it at the first reference link.

The instructions for getting this set up are somewhat out of date if you choose the new version 4 together with its extension pack. After installation the process is pretty straightforward despite the obsolete instructions and I won't go into details. Anyone doing this is probably a geek anyway.  Note the following:

  • During installation there may be some error messages. You can ignore them.
  • The extension pack will not install except from precisely the same folder it was downloaded into and with precisely the same name. Very odd. I think there is some XML problem. If it doesn't install, download again, change nothing and retry. It will work.
  • During setup of the virtual environment "Virtual Media Manager" is now found under "File" from the tool bar - not where it says in the instructions. You will use this to locate the .vhd file.
  • Do NOT create a new virtual drive but select "Use Existing". After that point the Virtual Box to the .vhd file in $XP-MODE from within "Virtual Media Manager".

You should now be good to go apart from all the Win XP setup (and don't forget a virus checker. MSSE still works with XP and it's free). I don't know if XP can join a Win 8 HOMEGROUP but I use the WORKGROUP protocol for all my machines so XP can easily join and communicate with Win 8 units.

So why is this a "sort of" solution?  XP will want to validate and you won't have an XP license code. Bummer. After 30 days you are dead in the water. This solution is useful only if you have a few "one of" things you want to do in XP.


The Full Solution

The second link from above describes running XP with Virtual Box and the VMLite plugin. They do this only in Win 7 but I thought why not try in Win 8? It works. This solution avoids the license validation problem. Following are some things to watch for and do.

  • Allocate the folder with the .vhd file as before, under "First Things First". In fact, do all the "First Things First".
  • Download and install Virtual box 3.1.2.  You will have to go to the legacy builds page to find it: https://www.virtualbox.org/wiki/Download_Old_Builds_3_1
  • Why the old version?  Because that is the latest one the VMLite plugin will work with. You might want to read the specs to ensure everything is in sync. VMLite has been promising a Version 4 compatible release but no one seems to know where it is.
  • Go to the VMLite site (www.vmlite.com) and register. You have to register to download. You will be sent an e-mail for confirmation.
  • Download and install the VMLite workstation plugin from this page: http://www.vmlite.com/index.php?option=com_rokdownloads&view=folder&Itemid=153
  • These installs are very straightforward.
  • On the START (Metro) page you will find a couple of VMLite icons (you can pin them to the desktop). Run the Wizard as Administrator (if you don't, it will fail). This is very intuitive and at some point you will have an opportunity to help the Wizard find the .vhd file. Choose the first option in the bulleted list and navigate to the folder containing the .vhd file. You will be asked for a password. Huh? I used the one I provided to register with VMLite and it worked. After a few minutes of churning Windows XP popped up - back from the dead as it were. Validation has been preserved from your original Win 7 install so this is a permanent solution. Windows XP lives under Windows 8 in all its glory.
  • You can bring up XP any time now using the VMLite XP Mode icon. Unlike using just Virtual Box (as in the "sort of" solution) there's no messing around with the nuisance of "mouse capture" and other inconveniences.
  • Visit Windows Updates a few times to bring XP up-to-date. This will take around 10 minutes at most.
  • Download MS Security Essentials and install. Alternatively, install the virus protection of your choice. MSSE is free and still supports Win XP. Some other products may not. Some people are tempted to think because the virtual environment lives within a computer that is already protected they do not need additional safeguards. That is a mistaken assumption.
  • Join your LAN Workgroup to integrate the virtual machine with the rest of your system. You will need to give the virtual machine a name and enter the name of your Workgroup. Note that you can not use a Windows 8 Homegroup so any Win 7/8 machines you want to communicate with on the LAN will have to be members of a Workgroup (Win 8/7 support both Homegroups and Workgroups). Do this for the virtual XP machine in Control Panel/Network Connections/"Set up a home or small office network"/"No, let me choose another way ... etc.". You know the routine and the prompts are good.

Everything works. VMLight has an excellent graphics interface so your XP text and images look like native mode. It's fast and flexible. Network setup was a snap using Workgroups. It remains to test all the options available in this environment but the defaults are so well chosen you might find you don't need anything else.