So I start up again. First I remove all Elder Scrolls III software and registry entries. I then proceed to boot into windows in VGA Mode. I uninstall the video driver/software, and reboot in VGA Mode. This time I install an earlier driver for my video, 182 instead of 190. Back in windows after restart, I am now installing Morrowind. On my computer, takes about 5 minutes. For S&G, I also install the Construction Set, even though I do not plan on using. I move onto Tribunal. This takes about the same time, if not less than Morrowind did. I do the same with Bloodmoon. Now with both installed, I run the applications without any modding done. I am not using any cracks, mods, or patches other than what came with the GotY edition. I played through the game, and it played as expected. I now put in mge3.8-SVN_rev-0116.7z, and when I launch the game, it doesn't launch. So I remove the added files and throw in mge3.8-SVN_rev-0115.7z, which also doesn't launch. I go back to revision 0116, and this time I use windows Debugger and open MGEgui.exe inside debugger. Now this gives me, APPLICATION_FAULT_LOADER_INIT_FAILURE_80000003_MGEgui.exe!Unknown Before I proceed any futher, I take a look at the BGE Wiki to see if they offer any suggestions. Now I do see Problem: MGEgui doesn't start, I get a message "Application failed to Initialize" Cause: MGE cannot access the .NET functions it needs. Install Microsoft .NET 2.0. Now I did do previously a full install and got all of the updates I needed, but I am going to explore the possibility. So I am now downloading DirectX 9.0c, which an updated was released in March 2009. Also downloading .Net 2.0, and .Net 2.0 sp1. So I tried to install both .net, but they both wouldn't let me due to the fact that I had a higher version already installed. I did get DirectX installed. Trying again. It worked. Hopefully it is as simple as just installing the newest version of DirectX, and even though I can probably update my video driver, I am too superstitious to do so and thus, will just keep it that way until my research with Morrowind is complete. This confuses me, as I did everything before I possibly could, including update my DirectX9.0c. I can only assume is that it is everything combine that allowed this to work, because at one point it did. My specific problem was that Morrowind MGEgui.exe failed to load, but now it does after the DX9c update. Try loading March 2009 SDK update, it might help you.