My first attempt at installing SP2 resulted in disaster. This was made more
complicated as my wife uses this PC for collage. Needless to say, I had to
pull an all nighter getting it back to a usable state.

I've always installed, activated the ran the network admin version
of SP2. That's the one that's 266MB. I also install MP10 from disk.
Then I go to windowsupdate.microsoft.com and get finished updating.

I also install DirectX9.0C from disk before hitting WU. BTW, there
is now a new version of DirectX. It's a SDK. I needed that to install
video Skype on W2K.