The best mod I ever downloaded, and probably ever will download, is Oscuro's Oblivion Overhaul. It makes the world more challenging, but also far, far more interesting. You WILL have to run away from powerful Daedric creatures if you encounter them at level 2, just like you'd expect in real life (if powerful Daedric creatures existed in real life...). If you find you're getting killed to often (with or without any mods) press esc, then click "gameplay", and move the bar down towards the easier setting. It'll at least give you more time to run away, more likely than not. :thumbsup: OOO adds quests, new items, and dramatically changes the AI of creatures. Wolves now might attack you, or run away, or attack that deer behind you. It makes the world alot more interesting and realistic. The following guide tells you how to download: http://devnull.sweetdanger.net/OOO/OOO_Guide.html But it can be a bit confusing. So, just go here: http://planetelderscrolls.gamespy.com/View...ail&id=3953 And download these files: OOO_133_Complet...tup.exe and OOO_134_Beta_5_Patch.7z And you're set. Download the OOO_133_Complete file first, then the OOO_134_Beta_5_Patch. They're .exes, which means they're simple to download. Unzip them, then double-click, and follow the instructions. Make sure to read descriptions carefully, especially on plugins that aren't recommended (some of them can be confusing), and I suggest reading the descriptions of them in the readme. I recommend the full install, with Flora and Living Economy (cutthroat merchants might or might not be advisable for a newbie - only download it if you don't mind having a bit of trouble making gold), and otherwise using the default, recommended settings. It works well. -Other, similar/related mods- Some people use MMM (Martigen's Monster Mod) in conjunction with (not sure how) or instead of OOO. Since Mart's Monster mod adds spiders, bug-like creatures, slime creatures, and MORE zombies, and is (in my opinion) not as awesome, I personally opted for OOO, but you /can/ easily remove the spiders and bug-like creatures (and all manner of other creatures that people tend to have phobias of) from MMM, with a simple .esp file included with the mod, just not the zombies. And some people do like it better. I would NOT advise getting FCOM if you're not experienced with mods, if only because it can be extremely confusing to download. It adds ALOT of content to the game (all of the OOO, the MMM, and two other mods), but it really is a huge endeavor to download. Make sure you remember to eat lunch while you're doing it, if you do, because this thing can cause tears otherwise. Also, IMPORTANT: If you DO get it, read ALL of this: http://devnull.sweetdanger.net/fcominstall.html