Windows Server 2008 64 Bit on VirtualBox installation issue.

I’m just starting to explore SQL Server 2008 Clustering and hit this issue when trying to install Windows Server 2008 (64 Bit) in VirtualBox. The below screen, with "Windows failed to start" error, reared its ugly head shortly after booting off the ISO image.

virtualbox windows failed to start Status: 0xc0000225 Info: AN unexpected error has occurred.

Thankfully the solution is quick and easy (once you’ve found it) so I’m posting it here for clarity.

Close the virtual machine and return to the main VirtualBox screen.


Select the appropriate virtual machine and click the Settings button. Click the System icon on the left and check the box labelled "Enable IO APIC" on the Motherboard tab.


Click the Processor tab and check the box labelled "Enable PAE/NX".


Click OK to save the changes and restart the virtual machine. Your installation of Windows 2008 Server (64 Bit) should now progress. Fix for this dug out of a VirtualBox forum thread.


  1. MeMe says:

    Thank you! This works for Win7 64bit too.
    I went through 5 tutorials on getting Win7 installed on dropbox, and none of them explained why it was failing. The tips here worked.

  2. bev says:

    I installed windows server 2008 r2 in virtual boxi am able to open the domain site in my virtual box guest osbut unable to open in the host?can any body help me out???Thank you

  3. Rhys says:

    Hi Bev,

    Not quite sure what you mean. Are you saying you cannot access services running on your VirtualBox VM? If so go to Settings > Network > Attached To and change this to “Bridge Networking”. See here for details –



  4. Joe says:

    +1 Glad I found this post before I pulled *all* my hair out!

  5. Mathew says:

    I tried the trick but getting the error 2008 64 bit unabe to install plz plz help me

  6. Mathew says:

    i am still getting error of server 2008 r2 64 bit un able to install error plz help

  7. Rhys says:

    Hi Mathew,

    I’m far from being a VirtualBox expert but I can have a go. I’d need more information. What have you done and what is the exact error message?



  8. Mathew says:

    Dear Rhys Thanks for replyng

    I am using dell inspiron 1440 cor2due processor
    3 gb ram win-7 pro 64bit

    Trying to install server 2008R2 64bit in virtual box but getting error
    Attempting to load a 64-bit application, this cpu is not compatible with 64-bit mode.

    Plz Help me as i am using windows 7 64-bit professional

    PLZ plz Help me….


  9. Rhys says:

    It would seem you haven’t enabled 64Bit support for your VirtualBox CPU. Similar issue here

  10. Mathew says:

    Thanks i think my processor doesnt spoort VT


  11. mostone says:

    thank you very much. you r good man.

  12. Aiki says:

    Aaaaaww thanks you so much, this was driving me nuts ..
    Worst part is i didn’t change a single thing since the last time i installed a W2K8R2 on a VM and was wondering what a recent update did to this situation.

    Again, thank you.

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