Crusty Windows bootleg
The desktop of YlayaOS
The desktop of YlayaOS
Original OSWindows Whistler Build 2463
Release dateNovember 14, 2006
Real release date: January 3, 2020
Architecture(s)x86 (32-bit)
File size681.3 MiB
Download linkYLAYA.iso
Date addedAugust 12, 2023
Live CDNo

YlayaOS (also known as Shadwyn Ylaya OS) is a bootleg Windows Whistler Build 2463 edition (despite the archive.org page saying it's Windows Server 2003). It supposedly would have released on November 14, 2006, but in reality it was uploaded to the Internet Archive on January 3, 2020. It was added to the archive on August 12, 2023.


This bootleg is based on a Windows Whistler Beta 2 build that was released in March 2001. It is themed around Shadwyn Ylaya from the Might and Magic 5 series (which lines up with the "release date" of this bootleg). It includes some tweaks, some new wallpapers from said game, and some extra music which contradicts the release date of this bootleg. The timebomb has been removed, but only if you count if it's in a really janky way.

The bootleg is known to be very unstable, as it constantly errors out. You will encounter many crashes throughout.

Anyhow, the ISO was created on January 2, 2020 @ 19:50:28, and modified with UltraISO All files on the CD are dated November 14, 2006 15:00. WINLOGON.EXE was edited with an evaluation copy of Resource Tuner 2.

Changes from Windows Whistler Build 2463

Minor changes

  • The text-mode OS setup text is first set to "Shadwyn Ylaya Setup".
  • Nearly all mentions of Windows Whistler has been replaced with "Shadwyn-Ylaya".
  • The safe to shutdown screen now uses the Windows Neptune version
  • The hibernation screen is now in Japanese language

Changes in pre-desktop procedures

  • New setup graphics. The wallpaper has been changed

Look and feel

  • New default theme, and wallpaper
  • Only 7 of the default wallpapers remain, the rest have been deleted. The remaining wallpapers have been replaced with Might of Magic related wallpapers.
  • New icon set. A good portion of the icons have been replaced
  • The logon and logoff sounds have been replaced
  • New sample music, featuring the album "Л.М.Л." from the Ukrainian pop music group "ВИА Гра". It is worthy of note, that the album released in late 2007, which is nearly a year after November 14, 2006, the supposed release date of this bootleg.


Bootleg quirks

  • The author is suspected to be from Russia, as their name is taken from a Russian singer. The funny thing is, this mod's archive.org page claims the author is from Ubisoft. Which, if you think about it, with the constant crashing and instability it might actually not be that much of a stretch.
  • This bootleg claims to have the timebomb removed, but if you log off and log back in, it will tell you that the evaluation period has ended, clicking OK will cause a BSOD, and render the bootleg unusable.
  • At the setup product key entry screen, the example product key is replaced with an actual key, which you can use to get past the Setup screen.
  • The Explorer shell uses the one from build 2461.
  • Some programs have been removed entirely, like WordPad for example.

CD contents and other info

  • The CD label is set to "YLAYA".

Default settings

  • The default organization is set to "Shadwyn".