We have been experiencing this problem for a while now too, using qemu-kvm (currently at 1.1.1).
Unfortunately, hv_relaxed doesn't seem to fix it. The following command line produces the issue: qemu-kvm -nodefaults -m 4096 -smp 8 -cpu host,hv_relaxed -vga cirrus -usbdevice tablet -vnc :99 -monitor stdio -hda test.img The hardware consists of dual AMD Opteron 6128 processors (16 cores in total) and 64GB of memory. This command line was tested on kernel 3.1.4. I've also tested with -no-hpet. What I have seen is much as described: the memory fills out slowly, and top on the host will show the process using 100% on all allocated CPU cores. The most extreme case was a machine which took something between 6 and 8 hours to boot. This seems to be related to the assigned memory, as described, but also the number of processor cores (which makes sense if we believe it's a timing issue?). I have seen slow-booting guests improved by switching down to a single or even two cores. Matthew, I agree that this seems to be linked to the number of VMs running - in fact, shutting down other VMs on a dedicated test host caused the machine to start booting at a normal speed (with no reboot required). However, the level of contention is never such that this could be explained by the host simply being overcommitted. If it helps anyone, there's an image of the hard drive I've been using to test at: http://46.20.114.253/ It's 5G of gzip file containing a fairly standard Windows 2008 trial installation. Since it's in the trial period, anyone who wants to use it may have to re-arm the trial: http://support.microsoft.com/kb/948472 Please let me know if I can provide any more information, or test anything. Best wishes, Owen Tuz