How do I run Windows ME from VirtualBox?

I'm using Oracle Virtual Box to run the virtual PC. I've installed Windows ME just now on the virtual harddrive, using the default settings during the installation. However whenever I try to now boot the virtual PC, it crashes with this error box being emitted by the Virtual Box software itself.

Can you let me know what might be so wrong with this installation that it causes an error in Virtual Box software itself (not just internally in the emulated OS).?


  • It seems the emulated computer may have had TOO MUCH RAM. I set it to have 2048MB of RAM, and assumed that was fine. Maybe that was too much for Windows ME to handle. I just reduced the total RAM in the virtual machine to 512MB, and now it is finishing booting.

    What is the maximum amount of RAM that Windows ME is known to work with?

  • Here's a picture of it during its continued installation after I got it working again as I described above.

  • I still would like to know, what is the maximum amount of RAM that WinME is capable of using without it getting confused and crashing from seeing too much RAM?

  • ME can only handle a maximum of 512MB RAM. Also, the last time I remembered ME didn't fully work under VirtualBox because it (along with Win98/95) weren't optimised for the software unless things have changed with that now.

  • From my working installation, Win 7 32-bit host:

    • 256MB RAM
    • PIIX3 chipset
    • PS/2 mouse
    • 24MB video mem, 3D enabled
    • PIIX4 IDE controller
    • I82078 floppy controller
    • Windows DirectSound, ICHAC97 audio controller
    • PCnet-FAST III network controller
    • USB controller enabled
    • System - Processor - Hardware virtualization DISABLED.

    For the graphics, I installed the Win9x VBE extensions which gives me 1024x968 in true colour. You won't get any kind of desktop integration or graphics resizing though.

    I read somewhere the ME may have CPU idling code (?) as it doesn't max out a CPU core when it's running here. The above may not be the optimal settings in every case but they work for me.


  • edited February 2020

    Windows Me can handle up to 1995 MB of RAM without the RAM Limitation Patch.

    I read somewhere the ME may have CPU idling code (?) as it doesn't max out a CPU core when it's running here. The above may not be the optimal settings in every case but they work for me.

    Makes sense, when considering that many components of Windows 2000 such as the TCP/IP stack and the USB mass storage driver were introduced to Me. HLT support was also new in win2k.

  • edited February 2020

    Thanks guys for your info. However there's lots of more specialized obscure settings in VBox, that might play a HUGE role in ME working or breaking, given how buggy the OS is to start with.
    For best optimized performance, how should I set special features like Chipset (PIIX3 or ICH9)? Should I have I/O APIC enabled or disabled? How about EFI? Should I enable that or leave it disabled? Should I enable PAE/NX or leave it disabled? Regarding acceleration, should I enable VT-x/AMT-V or leave it disabled? What about Nested Paging (enabled or disabled)? And what should I set for the Paravirtualization Interface? My choices for that are default, legacy, minimal, Hyper-V, and KVM. I don't know which I should choose.

    And ALL that stuff above was just in the "system" tab for my virtual machine. In the "display" tab, I still have to worry about how much VRam I need, And whether I should enable or disable 3D acceleration and 2D acceleration.

    In the "storage" tab how should I set my IDE controller? Should I use PIIX3, PIIX4, or ICH6?

    In the "audio" tab, the only one that seems to work is ICH AC97. For some reason though, somewhere else on the net I read I should use Soundblaster 16, though for me that never worked.

    As for USB, should I enable emulated USB ports, or disable them? If enabled, should I set them to be USB-1.1, USB-2.0, or USB-3.0 ports?

    Or should I just not worry about that, and accept the default configuration that it gave me when I selected the intended guest OS for my virtual machine to be Windows ME (back when I created the new virtual machine it asked me what OS I would use)?

  • edited February 2020

    The settings I posted above were from my system's Virtual Box configuration for a Working Windows ME VM which I was was hoping would answer all those.

    So many OS's to virtualise, so little time...

  • When it boots, the short jingle that plays at startup sometimes gets stuck in a loop. It doesn't always get stuck at the same point, and it doesn't even always get stuck at all. When it does though, the only way to un-stick it is to start Windows Media Player and play a song (any song will work, so just pick one of the sample songs that comes with Windows). After you start the song playing, and hit the stop button, you will then hear the rest of the Windows startup sound play to completion. After that, no more looping of any audio for the rest of that WIndows session. On reboot though, it may happen again. So it's only a temporary fix, and in no way is a permanent solution.

    Was this a common bug in Windows ME on real hardware? If not, is it common when running it in a virtual machine, or even VirtualBox specifically? Is it an indication of a poorly configured virtual machine? Any advice here would help. Thanks in advance.

  • I don't recall seeing that problem on real hardware. But I have seen Virtualbox stutter like that before. I don't know if there is a good solution for that, but do check the configuration in both Windows and Virtualbox.

  • @Videogamer555

    Done a few tests here with the same image and different versions of VB.

    • V 4.3.22 on a Win7 32-bit host - sound works perfectly.
    • V 5.2.34 on Ubuntu 18.03 64-bit host - sound stutters.
    • Not yet tried on V 6.x.y. Anybody?

    Just reading this thread where someone mentions VB dropping support for W2K, silently breaking other stuff? Think I'd better keep a copy of V4 and the extensions.

  • edited February 2020

    Upgrading can be essential. For example if not using VBox for a while, after some Windows updates (or other software run, which can have an impact on the host's overall operating environment such as antivirus software updates) that have collected over the months, VBox can be broken. For example, virtual machines that used to work often end up refuse to boot, giving cryptic error messages (VBox itself generating the pop-up error boxes, not crashes of the guest OS). The only way to fix that is to update VBox to the latest version. Often times, Windows updates change the way the Windows kernel works, and since VBox itself hooks into the Windows kernel via drivers (this is how it can directly access your network card, bypassing Windows network drivers) any changes to code at the Kernel level of Windows can break VBox. This is why it's important to ALWAYS keep VBox up to date with the latest version, or at least update it after your virtual machines start spontaneously crashing upon starting.

  • Or run it on an environment you don't have to update.

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