Thank you for the help. After some frustrated attempts at following the guide, i believe that my integrity of all files are high, so that should not be the problem. I dug around in it alittle bit more and may have some more info, and a couple of possible thoughts, but still need help. OBSE makes a notepad file with this in it OBSE: initialize (version = 19.4 010201A0) oblivion root = G:\Oblivion\ plugin directory = G:\Oblivion\Data\OBSE\Plugins\ patched and OBSElog1 file OBSE: initialize (version = 19.4 010201A0) oblivion root = G:\Oblivion\ plugin directory = G:\Oblivion\Data\OBSE\Plugins\ checking plugin G:\Oblivion\Data\OBSE\Plugins\\obse_1_2_416.dll plugin G:\Oblivion\Data\OBSE\Plugins\\obse_1_2_416.dll does not appear to be an OBSE plugin checking plugin G:\Oblivion\Data\OBSE\Plugins\\obse_editor_1_2.dll plugin G:\Oblivion\Data\OBSE\Plugins\\obse_editor_1_2.dll does not appear to be an OBSE plugin patched OBSE: deinitialize As before, i did not make, or place anything in this folder, so im not sure why its looking for it. I made it later to see if it would help, it does not. Also, i find that i have an unuseable oblivion32.exe running in my process under task manager that i have to manualy close. If i do not close it, will end up with multiple instances of it running, and while it doesn't take up much resources, i will easily lose several hundred megs of ram to it. My install is fresh....again,again...again so i can not find fault with that. I am lost in sea of info, with no tools for a paddle. Thank you for the help so far, can you guys bring me the rest of the way in?