XP guest on XP host: Slow to boot and Explorer never loads

[spinjector]

I just upgraded from an older version of vBox to the current 3.2.8 r64453 after not having used it for about 9 months.

It worked before the upgrade, but now when a guest window tries to boot Windows XP, it's horribly slow and Explorer.exe never loads, so it never gets to the desktop. I hear the Windows startup music, see the Bliss wallpaper, the mouse responds, and Ctrl+Alt+Del brings up Task Manager, but that's as far as it gets. If I use Taskmgr to manually run Explorer.exe, it locks up.

I deleted all my old VM's, deleted the VDI files, uninstalled vBox, checked the system for any obvious leftover files & registry entries, and then did a clean install of the new version. I then created a new VM and installed Windows XP as before, and it still has the same problem.

Any suggestions?

The host OS is Windows XP SP3 all patched up to the current version of whatever reality that Microsoft Update lives in.

The guest OS is an original Microsoft Windows XP Setup CD, version SP1A.

The hardware is as follows:
- Compaq DC5700 desktop PC
- Intel Core 2 6400 @ 2.13ghz
- 2.99gb of RAM
- 29.3gb free disk space