From Roy Osherove.

Notepad is one of the apps I  use most on Windows. It's especially handy for removing formatting from text, storing quick snippets and so on. However, it was probably written in 1995 and hasn't changed since.

Notepad2 is a FANTASTIC app, has a toolbar with buttons ;-), looks like it belongs on XP and is free! You can even set the window to be transparent. It's got a ton of awesome features.

I just copied it to C:\WINDOWS so I can open it from the command line. You can't actually replace notepad.exe cause Windows File Protection will restore the original version.