The install process took about 90 minutes, not counting the help files that are downloading now. The Help Library Manager is actually a nice tool, but its functionality should really be integrated into the VS installer instead of adding an extra step. It is not necessary to download the help files, as they are simply local versions of what is online, but I personally feel that they will be useful in the event of an internet outage or if I am not in a location with net access… essentially any scenario where I would not have access to the internet. Given that the NYC subway system lacks cellular and internet access for some reason (it is only the capital of the world and we are only in the 21st century) this scenario might be common enough for me. Following the installation of VS2010, yet another reboot is required, which is not really a big deal considering that Windows 7 boots fast enough, but still annoying. In my case, the option to 'Reboot Later' is grayed out inexplicably. The help installer seems to take forever, with the caption on the progress bar (which is not moving) vaguely stating that it is 'merging indexes' (shouldn't it be indices?). The next step is the DirectX SDK (http://msdn.microsoft.com/en-us/directx/default.aspx). I am currently installing the February 2010 edition, but the next one is slated for June (http://msdn.microsoft.com/en-us/directx/ff632024.aspx) which will add official VS2010 support, a few random but useful Direct3D enhancements, and a bunch of housekeeping. Although I don't foresee doing anything so crazy with DirectX that it won't work in VS2010, there are no guarantees that anything I do will work so I may have to use VS2008 to compile in the interim (messy and inconvenient).