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A More Simple Busybox Rootfs


For several reasons I have a need for a simple/minimal system that can be used in an existing userspace or as its own userspace. Usually I would jump to tools like buildroot or openwrt for such things. I've used buildroot several times in my other articles for building cross toolchains, rootfs environments, and kernels for several use cases. Instead of going with an end-all-be-all solution like buildroot, I'd like to take a more simple approach that leans more on the tools readily available by the Ubuntu/Debian distribution.

To summarize the plan, I'd like to build a fully bootable system that will run within a QEmu emulation. For this, I'd like to build my own libc, kernel, and userspace. Other than those three components, we'll need the qemu emulator and cross compiler/toolchain. It is also worth mentioning that we're drastically simplifying this build by making busybox static. This means that we won't have a dynamic linker or shared object requirements for the resulting root filesystem.

Build Environment

Its always good to have some conventions in place for file system heirarchy. For my setup, I usually have a top level /projects folder that contains a playground (for experiments) and a stable folder for things I intend to maintain. Since what we're doing here is more of an exercise or experiment, the prefix for everything I'll be doing is /projects/playground/arm64sys. Of course you can change this to whatever you want, just keep the substituion in mind as you follow along.


  • musl 1.2.1 - This will be used as the libc. It is similar to uclibc, where it is a minimal libc that is much smaller than glibc and can be commonly found in embedded systems. (~2 mins)

  • Linux 4.14 - This is our kernel. In this example I'll be using Linux kernel 4.14 (an LTS version). (~20 mins)

  • busybox 1.32.0 - This is a one stop shop for nearly everything we need in the userspace. The largest need this tool fills is that it acts as the shell we'll use to interact with our system and userspace.


I'm using Ubuntu 20.04. In the case of using Ubuntu 20.04 there are a number of dependencies listed below that you'll want to install. Of course you could always build your own, but then you'd just be doing the same thing buildroot does in their process:

  • DEBIAN_FRONTEND=noninteractive - Less of a dependency and more of a argument required to skip over some tzdata setup. This argument is optional in interactive environments, but must be supplied if you plan to integrate this process into a docker build or other automated process.
  • crossbuild-essential-arm64 - This is the ubuntu provided GNU cross compiler binary package for arm64 architectures.
  • libncurses5-dev - Both busybox and linux use the Kbuild build system to configure their packages. You can opt to use a terminal only mode, but it is often recommended to use the curses mode or X mode. To use the curses configuration menu you must install the curses development package.
  • bc - This is a build dependency of the linux kernel that wasn't included in the ubuntu crossbuild-essential-arm64 package.
  • wget - I used wget to fetch all of the archives of the components mentioned above. You could just as easily use curl or a web browser if you're using X.
  • fakeroot - Fake root is the tool used to allow the creation of device nodes and system partitions (for use in VMs and emulators) as an unpriviledged user. These operations typically require root priviledges.
  • vim & vim-common - As a vim user I always install these two packages as my standard text editor. Install or use what ever text editor brings you joy.
  • qemu-user-static - This is the userspace emulator that allows us to run binaries built for other architectures in our own environment. We use the static version of this emulator so there are no dependencies on shared objects in case we want to chroot with it at any point in time.
  • qemu-system-arm - This is the full system emulator where the code is completely ignorant of our host system.
  • cpio - CPIO is the tool required to package up initramfs images read by the kernel at boot.

All of these dependencies can be run as two apt-get commands:

apt-get update
DEBIAN_FRONTEND=noninteractive apt-get install -y crossbuild-essential-arm64 \
libncurses5-dev bc cpio fakeroot vim vim-common qemu-user-static qemu-system-arm

Building the Kernel

Building the kernel is largely independent of everything else and therefore we'll just get that out of the way. By building the kernel, we'll also learn if our cross compiler is configured correctly.

mkdir linux_build
tar -xpf linux-4.14.212.tar.xz
pushd linux-4.14.212
make ARCH=arm64 O=../linux_build defconfig
cd ../linux_build
make ARCH=arm64 menuconfig

Configuration Settings:

  • General Setup -> Set Cross Compiler Tool Prefix to aarch64-linux-gnu-.
  • Disable loadable module support.
make ARCH=arm64

Building sysroot and rootfs

Within our build environment, we'll actually be building two different environments. The sysroot environment contains all of the files required to build files from source code against our kernel and libc. The rootfs environment will contain all the files required to run our userspace within the target system. In otherword, sysroot is required for building things, rootfs is required for running things.

We start by creating the two folders:

mkdir -p /projects/playground/minsys/sysroot /projects/playground/minsys/rootfs

Then we'll extract, configure, make, and install the musl headers and files into the sysroot folder.

tar -xpf musl-1.2.1.tar.gz
pushd musl-1.2.1
./configure --target=aarch64-linux-gnu --prefix=/projects/playground/minsys/sysroot
make install

After musl is built and installed, there is still a number of system specific header files that need to be included in the sysroot to build busybox. The linux headers are where headers that start with asm/ or bits/ come from. Note: You can't just point your -I arguments at the kernel directory or copy the headers from the kernel tree because as part of the headers_install target, a number of header file locations are adjusted or generated.

pushd linux_build
make headers_install ARCH=arm64 INSTALL_HDR_PATH=/projects/playground/minsys/sysroot

Finally we'll start to run through the busybox build. Start by extracting and configuring busybox. Note: There are some expected configurations that you should use below. Its also worth nothing that there are a number of features of busybox that aren't inherently supported with our minimal environment. For example, the SCSI Eject capability will not build in our environment so you may need to disable that as part of your configuration.

Unpack busybox:

tar -xpf busybox-1.32.0.tar.bz2
pushd busybox-1.32.0
make menuconfig

Setup some build configurations:

  • Enable Settings -> Build Options -> Build static binary (no shared libs)
  • Set Settings -> Build Options -> Cross compiler prefix to aarch64-linux-gnu-
  • Set Settings -> Build Options -> Path to sysroot to /projects/playground/minsys/sysroot
  • Set Settings -> Build Options -> Additional CFLAGS to -Wno-undef -Wno-parentheses -Wno-strict-prototypes -specs=/projects/playground/minisys/sysroot/lib/musl-gcc.specs
  • Set Settings -> Installation Options -> Destination path for 'make install' to /projects/playground/minsys/rootfs
  • Disable Linux System Utilities -> eject -> Scsi Support

Note: Instead of dealing with the nasty menuconfig interface when you want to modify long entries like Additional CFLAGS, you can modify .config directly with a text editor. The Additional CFLAGS setting is found in the CONFIG_EXTRA_CFLAGS variable.

After you've configured busybox with your settings, build and install to the rootfs:

make install

Note: To see more verbose output (i.e. the commands being run), use make V=1.

Note: To troubleshoot busybox linking you must enabled the busybox scripts/trylink debug mode. You can accomplish this by setting the debug variable from false to true in the script (~ line 3).

Note: If you've been working with busybox before attempting these instructions, you need to remove references to -nostdinc and -nostdlib because these override the settings found in the musl specfile.

Congratulations, you should now have a working busybox static binary! Although we plan to build a complete system that boots from our kernel, at this point you can test the busybox build with the userspace qemu emulator:

qemu-aarch64-static ./busybox sh

To finish up with busybox build, lets popd back up to the top of the project:


Stage target system initial filesystem (i.e. initramfs):

There are a number of ways to boot into a linux kernel. Initramfs is commonly used in modern linux distributions. It is a file that is either embedded in the kernel or adjacent to the kernel. It is loaded completely into volatile memory and its purpose is to start up system required hardware devices and drives. Usually within an initramfs, you pivot the root of the system to another folder on a persistent disk. In our case, we're going to simply use initramfs as a method to boot our system into a volatile state. This way, all changes that we make to the environment will be wiped upon reboot. This is convienient for deterministically knowing the state of the machine on boot, whereas on a persistent system the reboot state can change on each reboot.

For the kernel to pass control to the userspace, it attempts to execute an init process as the first process. Therefore we'll create our own shell script to run as the first process. Create rootfs/init script:


mount -t proc proc /proc
mount -t sysfs proc /sys

mount -n -t tmpfs none /dev
mknod -m 622 /dev/console c 5 1
mknod -m 666 /dev/null c 1 3
mknod -m 666 /dev/zero c 1 5
mknod -m 666 /dev/ptmx c 5 2
mknod -m 666 /dev/tty c 5 0
mknod -m 444 /dev/random c 1 8
mknod -m 444 /dev/urandom c 1 9

exec /bin/sh

Setup the script to be executable and copy some other critical files:

pushd rootfs
chmod +x init

There are some files that we want to create that need to be owned and created by the root user (notably the character devices /dev/console and /dev/null). To accomplish this without sudo, we'll use the fakeroot tool. Start by creating the following script.

pushd rootfs
# Note: busybox may have created some of these during its install.
mkdir -p dev bin sbin etc proc sys usr/bin usr/sbin
# TODO: Get the non-sudo equivalents.
mknod -m 622 ./dev/console c 5 1
mknod -m 666 ./dev/null c 1 3
find . -print0 | cpio --null -ov --format=newc | gzip -9 > ../initramfs.cpio.gz

Run the script with fakeroot for everything to run in a simulated root environment.

chmod +x
fakeroot ./

Now we can test our fully emulated system to see if it boots:

qemu-system-aarch64 -M virt -m 2048 -smp 1 -cpu cortex-a72 -no-reboot -nographic \
-kernel linux_build/arch/arm64/boot/Image \
-append "console=ttyAMA0 init=/init" \
-initrd initramfs.cpio.gz

TODO: This isn't working from docker.

If everything went to plan, it should drop you into a root shell:

/ #

Note: To exit the emulator: Ctrl-a then x

The next step is take our volatile system and make it into a non-volatile system so that when we make changes from within the emulation they will stick. Just like before, we want to create a script that we'll run with the fakeroot tool. The following script will create an ext3 disk image that is intended to max out at 32 megabytes.

truncate --size=32M disk.ext3
pushd rootfs
mknod -m 622 ./dev/console c 5 1
mknod -m 666 ./dev/null c 1 3
mkfs.ext3 -d ./rootfs disk.ext3

Now create the Ext3 disk image by running the script with fakeroot:

chmod +x
fakeroot ./

Now we can test our fully emulated system to see if it boots:

qemu-system-aarch64 -M virt -m 2048 -smp 1 -cpu cortex-a72 -no-reboot -nographic \
-hda disk.ext3 \
-kernel linux_build/arch/arm64/boot/Image \
-append "console=ttyAMA0 root=/dev/vda init=/init"

TODO: This isn't working from docker.

If everything went to plan, it should drop you into a console:

/ #

Note: To exit the emulator: Ctrl-a then x

Note: If you don't include the init=/init in the kernel parameters, the kernel may attempt to run /linuxrc in the non-volatile (or a classical initrd) environment. If /linuxrc was executed, it'd show up as something similar to the following in the console:

can't run '/etc/init.d/rcS': No such file or directory

Please press Enter to activate this console.
/ #

This works as a userspace environment as well, but it simply doesn't run the code we intended to have run in our own init script and therefore the behavior may be completely unknown.


In building our minimal system we built our own kernel followed by a sysroot with linux headers and the musl libc headers and executable code. Using the sysroot, we were able to build a static busybox and initialize the busybox-based rootfs. Finally, some additional scripting was created and executed to setup a minimal file system hierarchy for the kernel to initalize the system and pass control to busybox for user interaction.

Once the base system was setup we were able to startup the qemu system emulator to boot the system in a volatile mode (where everything is wiped on reboot) and non-volatile mode (where writes on the ext3 filesystem are persistent).

Its worth nothing that the entire process didn't require any sudo commands (except for the potential need to apt-get various standard Ubuntu packages and build tools). Additionally, the whole build process takes significantly less time to build than the buildroot process.

Notable Resources

Other stretch goals:

  • Install gdbserver to run from within the service to allow application level debugger. Note: When doing emulation within an emulator, the external gdb client should be the gdb-multiarch variant of gdb.
  • To perform some simple runtime analysis on various processes from within the emulated environment you should build strace for the environment. This will display in real time all the syscalls that are used by the inspected application.
  • Finally, dropbear is a SSH daemon. This allows the user to break away from depending on the qemu console to interact with the system. Additionally, having an SSH daemon gives the user an avenue for transferring file to and from the emulated system. This can allow one to avoid having to rebuild the whole rootfs just to update an executable. (This will likely require an SSL library to be built as well.)

Note To Self

When I get time to adjust this ... In hindsight, it makes more sense to build the minsys folder first and then keep all built objects there. For example, first build minsys and then make sure it contains the kernel Image, the non-volatile disk.ext3, and the volatile initramfs.cpio.gz. It will also contain the,, rootfs, sysroot folders and scripts. Then from this single directory we can execute our fakeroot and qemu commands without any directory traversal. We should also be able to generate all of this from a single docker build command.