I do appreciate your comment. I have upgraded systems many times in the last 30 years just to play the latest game. I did do some research before purchase...My system now is a quadcore 2.50 computer with 4 gigs of memory. I bought a Geforce GTX 550ti video card to run this at least at minimum settings. Actually, after the install, the game looked at my specs and set me on high. When I clicked the play button however, it just didn't run. Shogun2, another Steam game, does the same thing. Personally, after all of this, I think it is the memory that is doing me in. I am using a 32bit version of Windows. It starts out by only recognising about 3 gigs of the four. Then, the system bites into that and I think I dip below the 2 gig minimum to run the game. Thats what I'm thinking. But when I bought the game, I figured I had 4 gigs, at least enough for minimum, not knowing about the 32bit recognition problem.. But, the whole thing is a wash for now and actually, I never quite finished Oblivion. Since I bought all of the mods for that game and added sidequest mods as well, there is plenty still to do. And I am running that game with my old geforce 8600 card at high settings just fine. TerryVD I remember buying a 300 baud modem for 250 bucks years ago, most of you probably don't know what that is.... Oooh, I do! (waves hand) But that's because I'm 46 and remember when my husband and I were first trying out modems yeeeeeeeeears ago. You mention the 32 bit version of windows. If it's Windows 7, I've heard somewhere that you want the 64 bit version for windows 7 and the 32 bit version for Vista, otherwise they don't seem to get on well with most games. I might be wrong on this, but it's something to consider. EDIT: LOL learn to read, Nyx. I just now saw you mentioned the 32 bit issue. I looked into upgrading to windows 7 thinking that it handles memory differently, but NOT.... I have to get a system that runs a 64 bit version.. Can't do that right now. On the topic of old equipment upgrades, I went from 300baud modem, to a 1200, to 2400 and finally to a 56k before I went to a cable modem. I did skip a dsl connection. I had a Apple IIC, an Apple IIGS, a Zeos 386, a Dell 486, and then all of the pentiums after that.... plus a bunch of laptops and tablets...