Thank you for the input! did you ever try out MOO by itself, out of curiosity? I know it also adds in factions, leveled creatures, and all that sort of thing as well, so how well do they itneract with eachother when put together? My fear, is that by adding in OOO, I'd end up getting to level 40 or so, and be completely OP to everything and everyone, due to OOO having a lot of static leveling for creatures(not necessarily a bad thing though). The hand palced loot is very enticing, as it gives that Morrowind feeling to the world that I adore soo much, plus I hear OOO adds in a fair number of extra questlines to do, as to where MOO has a few radiant style quests on boards, but that's about it I think. All that said, ugh...such a hard choice! If anyone else has any comments on this I'd love to hear them. Till then I'll have to continue tweaking my load order and mods until I eventually figure out what I want :P