"[Microsoft needs to] get over NT. Microsoft has been talking up Windows NT so much for the past few years that they're hovering at the point of no return. Here's a news flash, Microsoft: People love Windows 98... And guess what? It never crashes. Oh, and I can play every game on the planet. I really love that."
--Paul Thurrott
February 7, 1999

It began, quietly enough, with yet another Microsoft reorganization. On March 30, 1999, Microsoft Corporation announced that it was dividing the company into five new divisions, one of which, the Consumer Windows division, came as a bit of a surprise. Previously, the Consumer Windows team had been lumped under Jim Allchin's Windows team, which was furiously working to complete Windows 2000, the company's enterprise OS product. But when it became obvious that a consumer version of Windows 2000 was out of the question, the stagnating Consumer Windows team finally got its wish: To create a final release in the Windows 9x product line, which had previously been consigned to the dustbin of history by Allchin and others at Microsoft that wished to see the company move to an all-NT codebase. <% ' Added so can inventory as Connected Home articles. kw = "CH" %>

At the time of the reorganization, however, there was no public hint of what was to come. As far as the world knew, Consumer Windows would be working on a consumer version of Windows 2000. "[The Consumer Windows Division] will focus on improving Windows for the end user," Microsoft said. "It will also focus on consumer-targeted products such as games, input devices and Microsoft's reference products." But a week later, the cat was out of the bag: At an April 7th keynote at WinHEC, the Windows Hardware Engineering Conference, Microsoft president Steve Ballmer stunned the world with his announcement that the company would release a major follow-up to Windows 98 SE, which was due to ship later that Spring. Just a year earlier, at the 1998 version of WinHEC, Bill Gates had announced that Windows 98 would be the end of the line.

"There's a good reason to build upon the foundation of the personal computer," Ballmer said. "It's brought us all the success we've all had, and the PC is not getting less popular."

Over the next few months, the Consumer Windows team raced to construct a feature set for the new operating system--code-named Millennium--that wouldn't task the old Windows 9x kernel while offering worthwhile new features that consumers would rally around. A number of early design ideas--including an "activity center"-based user interface based on work done by the Neptune team--were thrown around, but eventually it was decided that Millennium should focus on several key areas and simply improve on Windows 98, rather than offer something dramatically different.

On July 1, 1999, excited testers started receiving their invites for the "Windows Millennium" beta test. Rumors of a simplified HTML-based user interface raced around the Net, but the reality was that Microsoft had already backed off from such a plan, figuring that its next-generation consumer product--based on Windows 2000--was far enough down the road to make such a thing possible.

In late July, I refuted some of the rumors that were circulating about Millennium at the time. The following list is interesting, because we now have the hindsight to realize how far off the mark these rumors were:

Rumor: Legacy I/O support has been removed.
My response: Legacy I/O support has not been removed, though a new type of signed driver is now supported.
A year later: Legacy I/O was not removed. However, Real Mode DOS was removed, which might account for the misunderstanding.

Rumor: DOS is dead. The Command Prompt is missing from the Start Menu.
My response: DOS is not dead: The MS-DOS command prompt is right where it always was in the Start Menu. But Microsoft is doing something a little sneaky by "hiding" DOS from users during boot-up and shut down. Fear not, it's still there.
A year later: DOS is alive and well in Windows Me. It was "Real Mode" DOS that was removed, not "DOS".

Rumor: Beta 1 will ship in September.
My response: Microsoft has no official release date for Beta 1. September is an obvious guess, but nothing more.
A year later: Beta 1 did ship in September.

Rumor: Microsoft is shooting for a Q1 2000 release date.
My response: Microsoft is shooting for release date sometime in 2000, but even their most optimistic predictions place the release in mid-to-late 2000. Windows 98 SE took a full year to develop and release: This version will take at least that long.
A year later: Microsoft was actually shooting for a mid-2000 release date, I later discovered. Indeed, the product was sent to manufacturing on June 19, 2000.

Rumor: Millennium is code-sharing with Windows 2000.
My response: Millennium is not really sharing much code with Windows 2000, certainly no more than Windows 98 was. The Consumer Windows team has "melded" the Windows 2000 shell into Millennium, but that's no surprise. The underpinnings of Millennium remain firmly rooted in Windows 98, not 2000.
A year later: Windows Me is not code sharing with Windows 2000 as I said then.

Rumor: Millennium will be a full 32-bit OS for consumers.
My response: Millennium will not be a full 32-bit OS for consumers. Like Windows 98 before it, Millennium is a 16/32-bit OS. Yes, it is for consumers, but that's no surprise.
A year later: Windows Me is not a full 32-bit OS. Instead, it is a 16/32-bit OS, just like Windows 98.

Millennium Developer Previews
Finally, on July 23, 1999, Microsoft Corporation gave technical beta testers their first look at Millennium, with Developer Preview 1 (DR1). The initial release, described as "pre-beta," was designed for developers and other technical reviewers only; as such, it didn't represent an accurate look at the final product. Microsoft group product manager Shawn Sanford said that the final release would be easier to use than Windows 98. "Millennium is going to be a very significant release for home users," Sanford said. "We're really working toward simplifying the computing experience for home users."

According to Sanford, Millennium was designed to improve the Internet experience, make it easy to setup a home network, and make it easy to work with vide, audio, and graphical images. Indeed, Microsoft said that Millennium would focus on the following technologies:

  • Digital Media and Entertainment: The Consumer Windows Division will focus on enabling users to take advantage of all this new content, making it easy to access, play/view and store as well as providing an enhanced PC gaming experience.

  • Online Experience: Consumer Windows will provide consumers with a premier home online experience. Consumers will be able to easily connect to the Web, locate desired content and determine which content is right for their family.

  • Home Networking: Networking at home is becoming a reality for more people. Consumer Windows will simplify the process of connecting multiple computers in the home, enabling users to share information and an Internet connection.

  • "It Just Works": The Consumer Windows Division is committed to providing consumers with a solution that 'just works,' from the moment a user starts their PC and throughout their daily computing experience. This promise will be delivered upon by the advancement of the PC's self-healing functionality, in addition to providing a simpler set-up and a great out-of-the-box experience for new computer users.
"The Consumer Windows Division is focused on truly making computing easy for consumers," said David Cole, vice president of the Consumer Windows Division at Microsoft. "We are excited to reach this first milestone on the path toward delivering a version of Windows specifically designed to enable consumers to take full advantage of their PCs in the 21st century."

The initial Developer Release was essentially Windows 98 SE with a few small changes, including a very early version of Help and Support, dubbed PCHealth. Early Millennium builds featured the Windows 98 color scheme with the icons from Windows 2000 and an ugly new orange Web view scheme that was later dropped. Startup and shutdown splash screens were also different, but temporary.

The next several builds didn't add much in the way of updates, though a number of small enhancements to the old Windows 98 Setup were added.. Two weeks after the release of Developer Release 1, Microsoft released Developers Release 2 (DR2, build 2348), with DR3 (build 2358) coming just a week after that.


On August 24, 1999, DR4 (build 2363) was released, an otherwise insignificant release but for the "Beta One" graphic that was added to the shutdown splash screen. Build 2368, which was released on September 9th, offered a tantalizing glimpse at Microsoft's plans for Activity Centers in Millennium, with early (and somewhat lame) versions of Help and Support and System Restore. Two other interim releases followed in the next few weeks.

Windows Millennium Beta 1
On September 19, 1999, Microsoft began contacting its "Preferred Members list" to find potential beta testers for Millennium, which was due to enter Beta 1 soon. The invitation noted that Millennium would require a Pentium 150 or better, 32 MB of RAM, and 320-550 MB of hard disk space.

Then the bizarre happened: On September 24th, Microsoft's announced to the world that Millennium Beta 1 had shipped. "Designed for the home user," the announcement read, "Millennium will take steps to simplify the computing experience." Except for one thing: Beta 1 hadn't actually shipped... sort of. Instead, the company released Build 2380 to beta testers and then, a week later, declared that build as Beta 1.

But the date mishap wasn't even that simple: The original announcement, which was released on the 24th, was dated the 23rd. And the actual press release, pulled later that day, was dated the 22nd. After seeing these strange misdated comments, I contacted beta testers who assured me that Beta 1 hadn't been released. So I saved copies of the Microsoft announcement just in case. Sure enough, the company quietly pulled them off the site later that day.

Whatever really happened, Beta 1 was out. Here's the original press release that was later pulled:

Microsoft Releases Millennium Beta 1 to Partners, Beta Testers
REDMOND, Wash., September 22, 1999 -- Microsoft today released beta 1 of Millennium, kicking off the next phase in its work with partners and beta testers to develop an operating system specifically designed for the home user. The operating system, developed by Microsoft's Consumer Windows Division, is designed to provide enhancements in each of the division?s four key areas of focus:

  • PC Simplicity: "It Just Works." Millennium will aim to simplify the computing experience by streamlining maintenance and providing a great out-of-the-box experience, allowing home users to get the most out of their computer.
  • Digital media and entertainment. Millennium will make it easy to produce, play and store a variety of digital media, and provide an enhanced PC gaming experience.
  • Home Networking. As more intelligent hardware emerges and households acquire multiple computers, Millennium will contribute to the simple networking of these devices.
  • The online experience. Millennium will make it easier for home users to access the Web and locate desired content.
The early beta version of Millennium makes advances specifically in the "It Just Works" area, with a variety of enhancements that make PCs simpler to use, expand and maintain. System File Protection (SFP), for example, provides users with a more reliable operating environment, keeping the system stable by proactively preventing problems before they occur. Millennium also optimizes support for software written for Windows, making the start-up process simpler, faster and more reliable.

The new operating system will also provide support for simplified "Easy PCs" that various hardware manufacturers plan to introduce in the coming year. The "Easy PC" initiative seeks to provide home users with computers that are easy to set up, use, expand and maintain. In addition, Millennium will also offer increased hardware and software support for emerging devices like USB storage, five-button mice and Internet keyboards.

This release is the first step in a multiphase product plan to fulfill the Consumer Windows Division's vision of simplifying the computing experience while enabling new and emerging home computing activities. Microsoft will continue to solicit tester and partner feedback on this new operating system, and is committed to delivering Millennium in the year 2000.

Though I had hoped to review Windows Millennium Beta 1, Microsoft declined to provide the press with review copies because it was not yet indicative of the final release. Around this time, however, there were some interesting rumors hounding Millennium, rumors I was quick to silence. In late September, a Web site reported that Millennium "would change the face of computing" with a new HTML-based user interface. However, I knew this not to be the case. Microsoft was indeed working on an HTML-based user, but this wouldn't see the light of day until the next consumer Windows after Millennium. And though Millennium would have a limited collection of activity centers, the full implementation of this feature would also for a future release. Microsoft later confirmed my take on the matter.

"[Activity Centers] won't be a focus for Millennium, but are part of Microsoft's longer-range consumer OS plans," a Microsoft spokesperson said. "It's too early to say how they'll be implemented, but I can say that you won't see them in Millennium, nor will you see a brand-new [user interface]."

In early October, I was told by engineers working with Microsoft that the company had cancelled Millennium, which I mentioned in a short blurb in WinInfo on October 8th: "Is Millennium going the way of the dodo?" I asked. "According to anonymous sources at Internet World, Microsoft has decided to cancel the Windows Millennium project, retrench, and come back later with something completely different that will have yet another code-name. While I've not been able to confirm this rumor elsewhere, it does make for some interesting discussion. Maybe they'll just remove that annoying 'Skeeter' bug: Changing the face of computing indeed."

The blurb raised a firestorm of controversy, even though it was clearly labeled as a rumor. I heard from everyone: People inside Microsoft. People who work with Microsoft. I heard from Microsoft's public relations firm, Waggener Edstrom. It was that kind of weekend. Of all the responses I got about the rumor, the one that mattered most to me came from Frank Kane, the Waggener Edstrom representative working on the Windows Millennium account. Frank assured me that Millennium was not cancelled and that the product is on track for release sometime in 2000.

Over the next few months, Microsoft released a number of interim builds, including 2394, 2399, 2404, 2410, 2416, and then the curiously numbered 2419.4 on November 19th, during Fall Comdex. The numbering scheme suggested Microsoft was getting ready for Millennium Beta 2.

In build 2394, Microsoft debuted a new feature called AutoUpdate, which resembled System Restore in its original form. AutoUpdate later lost the HTML look, however, and because a normal Win32 application. Other improvements arrived as well, including a new look for Help and Support, and the Personalized Menus feature from Windows 2000.

"Windows 98 Millennium Beta 2"
Finally, on November 24, 1999, Windows Millennium Beta 2 was released. Millennium had been tweaked for better performance and stability, while adding a couple of new features such as its Application Manager and Game Options Control Panel, System File Protection, and more. The Millennium Application Manager and Game Options applet--later removed from the project--was designed to aid users in the installation and management of games. When games that support the Application Manager are installed, their disk space usage can be managed automatically, so that frequently used games get the space they need while infrequently used titles can be setup to use a CD-ROM disk instead.

Millennium's System File Protection (SFP) feature is based on the Windows 2000 equivalent (Windows File Protection) and it prevents errant applications from overwriting key system files and replacing them with older versions. Millennium Beta 2 included an early build of the Internet Explorer 5.5 Beta, which had been recently distributed to a limited group of beta testers. IE 5.5 added enhanced printing capabilities, performance, and integrated platform support.

Microsoft's PR firm sent me Beta 2 for review, so I posted a massive Introduction and Review. I strongly recommend reading them for an idea of where Millennium was at this point in its development. The review contains numerous screenshots of Millennium Beta 2.

After the release of Beta 2, development of Windows Millennium stalled for a bit. The TCP/IP stack from Windows 2000 was added to the product, causing numerous delays as bugs were worked out. And Microsoft assented to beta tester requests to add the Windows 2000 color scheme to Millennium.

On December 12, Bill Gates announced that Millennium would include a product called Windows Movie Maker, though it didn't get much press (aside from WinInfo, of course) at the time. As I wrote then, "Microsoft CEO Bill Gates actually demoed a few new features of Millennium, the next Consumer Windows that will follow Windows 98, this week. Did anyone else notice? During his keynote address at the Streaming Media West '99 show, Gates showed off Windows Movie Maker, software for making movies on a Millennium PC and transmitting them over the Internet, similar to the software Apple offers on the latest iMacs. Windows Millennium will also include voice interaction commands, Gates said." Gates again discussed Windows Movie Maker at the Consumer Electronics Show (CES) in January.

Beta 2 Refresh
Microsoft released two interim builds in January and then it announced something called the "Beta 2 Refresh" on January 21, 1999 Because of delays getting the TCP/IP stack to work, however, Millennium was now behind schedule and the refresh, which should have been Beta 3, was issued to allay concerns about the product not hitting an important milestone release.

The Beta 2 Refresh featured the new Win32 version of AutoUpdate, which closely resembles the version that finally shipped in Windows Me.

But the release of the Beta 2 Refresh was largely lost when I revealed to the world that Microsoft had cancelled the previously separate "Neptune" and "Odyssey" projects, melding the two into a cohesive strategy for the future of Windows 2000. "Neptune" was to have been the next consumer version of Windows after Millennium, and the first to be based on Windows 2000. And "Odyssey" was the previous codename for the next version of Windows 2000 for businesses. My sources told me that the consumer version of Neptune became a black hole when all the features that were cut from Millennium ("Windows 98 Third Edition" as I called it then) were simply re-tagged as Neptune features. And since Neptune and Odyssey would be based on the same code-base anyway, it made sense to combine them into a single project, in the same way that Windows 2000 Professional and Server were tested together. What's the codename for this revamped next-generation version of Windows 2000 that will come in business and consumer flavors, you ask? It's called "Whistler." You heard it in WinInfo first. A later followup I wrote provided even more details.

Millennium becomes Windows Millennium Edition ("Windows Me")
On February 1, 1999, Microsoft Corporation announced that it would usher in its final Windows 9x product under the moniker "Windows 2000 Millennium Edition." The company said that it would actually market Millennium as "Microsoft Windows Me" (that's "Me," as in "Millennium Edition"), in an attempt to stay hip with the consumer market that the product targets. Microsoft first looked into the phrase "Microsoft Me" in December 1999; the company plans to use this as the advertising slogan for the new operating system. "The name Windows Millennium Edition, or Windows Me, will help Microsoft to clearly identify this next iteration of the OS as the Windows version designed specifically with the home user in mind," said Microsoft Windows Group Product Manager Shawn Sanford.

And with build 2465, released on February 11th, Microsoft debuted the new Windows Me start screen.

Once the excitement over the name change subsided, the Millennium beta eased into a period of refinement. Windows Movie Maker was added to the OS with build 2470, and Windows Me was refined dramatically with new-look Help and Support and System Restore applications, attractive new Web view bitmaps, and other fit and finish improvements. By the end of February, Windows Me was really starting to come together.

On February 7th, I obtained internal Microsoft documents that stated that Windows Me would RTM on May 26, 2000, though the company missed this date by a month. And I became embroiled in a spat with MSDN when I revealed that Microsoft's developer arm had no plans to ship Windows Me to its subscribers. After a massive write-in campaign, the company quickly relented and announced that it would give Windows Me to MSDN subscribers.

The product improvements continued in March, as beta testers became anxious for the Beta 3 release. Indeed, an odd report in mid-March suggested that Windows Me might actually miss the lucrative Christmas 2000 buying season, but I was quick to end that rumor. "I think we're ready for [the] Beta 3 [release]," a tester told me at the time. "Millennium is very stable." In build 2487, a buggy version of the Windows Millennium Edition tour was added.

But Windows Me was heading for some unnecessary hot water: After a report about the OS in WinInfo, several IT magazines began complaining that Windows Me wouldn't include support for enterprise networking features, as Windows 98 had. Microsoft responded with the obvious, that Windows Me was targeted at home users, not the enterprise. But the company eventually relented, returning support for esoteric technology like Netware.

In late March, Microsoft unveiled Windows Media Player 7, which it said would be included in Windows Me. And on the same day, on March 27, the company shipped a "release candidate for Beta 3," build 2499. Build 2499 sported a new-look Setup, an image preview application, and Windows Media Player 7, as promised, but it was slow, buggy, and hard to use.

Just three days later, Microsoft released build 2499.3, which it confusingly called Beta 3 Release Candidate 1 (RC1). The release of Beta 3 was imminent. But on March 31, I noted in WinInfo that the release of Windows Me had slipped a week to June 6.

Beta 3
Microsoft previewed Beta 3 at an Xtreme event on April 7, where it demonstrated System Restore, which brings the system back to a previously known good state, Internet Connection Sharing, Internet Explorer 5.5, multiplayer gaming over a home network, Media Player 7, digital camera integration, and other features of the new operating system In a "quick boot" test, the company demonstrated that Windows Me can boot to "a usable desktop" much faster than Windows 98, an Apple iMac, or even a Sony Playstation. "This is kind of a snapshot of things that will come down the road," said Shawn Sanford, a group product manager for the Consumer Windows division at Microsoft. "These are really good starting points to the future." But aside from the Xtreme event, Microsoft was doing little to promote Windows Me, which I found odd.

On April 11, 2000, Microsoft finally released Windows Me Beta 3. To mark the release, I wrote the most comprehensive review of Windows Millennium Edition ("Windows Me") Beta 3 anywhere. You can read my introduction and review of Beta 3 here.

Subsequent releases, such as build 2509, added new features and bug fixes to Windows Media Player and Internet Explorer 5.5, which were both bascially the sticking points for the final release of Windows Me. Because of problems with these products, the first release candiate for Windows Me was still a month away.

Release Candidates
On April 27, I reported on some internal Microsoft documents that I had obtained, which roughly targeted May 12 as the date for the first release candidate. And Microsoft complied for once, releasing RC0 on May 8, 2000. "We are at the stage in the product (RC0 is imminent) where we think we are pretty much finished," the Windows Me "BugMaster" informed testers the day before RC0 was released. Microsoft had asked testers with outstanding bugs to let the company know about any issues that hadn't yet been addressed in the product.

On May 18, Dell announced that it would be the first to deliver "Fast Boot" compatible machines that would let Windows Me boot up more quickly. "We have been asked by our customers to improve the start-up time of their Windows-based PCs," said Microsoft's John Frederiksen. "As the PC becomes a more important device in the home, consumers increasingly expect that it will perform as well as their other home appliances. We are pleased to be working with our hardware partners, and Dell specifically, to deliver a great solution to meet the needs of these customers." Dell said that it would release a Fast Boot Dimension PC by end of the year.

In late May, the unnamed Millennium beta coordinator, "Skeeter," lashed out at beta testers, most of whom were using WinInfo as their primary source of information, since Microsoft is so close-lipped. "If I've said it once, I've said it a thousand times... Don't rely on non-Microsoft sites for beta information. They're hardly ever right, and when they are it's usually because they guess." I disagreed, since I had access to the same internal scheduling documents that Skeeter had: "If I've said it once, I've said it a thousand times... Don't trust anyone who won't tell you their real name," I responded.

In build 2525.6, which was released as an interim build on May 17 and then declared as Release Candidate 1 (RC1) on the 23rd, Microsoft began testing its Windows Me Out-Of-Box Experience" (OOBE), which I wrote about in a special Technology Showcase. The company later released RC2, build 2535, on June 5th.

Final release
Microsoft Corporation finally signed off on Windows Millennium Edition (Windows Me) on June 28, ending speculation about its ever-drifting final release date. The company announced that the retail availability of the product was being held back until September 14th for some reason, however, though it was expected to become available on new PCs in approximately 6-8 weeks.

"Build 3000.2 of Windows Millennium Edition was released to manufacturing (RTM) on June 19, 2000, and we are pleased to announce the release of yet another fantastic operating system," the company wrote in a message to Windows Me beta testers. "The Beta program was an overwhelming success."

"By focusing principally on the needs of the home user, we were able to create a more simplified PC experience for first-time users while enhancing existing users' experiences by enabling new home-computing scenarios," said Paul Maritz, group vice president of the Platforms Strategy and Developer Group at Microsoft. "Windows Me supports our goal to evolve the Windows-based PC to continue to provide a rich and exciting user experience in the connected home."

My comprehensive review of Windows Me was published on July 5, 2000. But even though Windows Me is the end of the line, so to speak, work continues on some of its core technology. In July, Microsoft released the final versions of both Windows Media Player 7 and Internet Explorer 5.5. And some Windows Me testers moved on to an AutoUpdate beta that will provide improvements to this important functionality. And of course, there's Whistler, which will ship in a consumer version in the second half of 2001. In many ways, Windows is never done. But Windows Me, as an important step along the way, points to the future while maintaining a technological footing in the past.