First off you need to patch the game to version 1.2.0416. If you're installing Shivering Isles as well, install the 1.2.0416 patch for Shivering Isles. There is an Oblivion Mod Manager, which can be found here: http://www.tesnexus.com/downloads/file.php?id=2097 It's quite a handy (and necessary) tool for installing mods and changing load orders for esps. Most mods require the latest patch, 1.2.0416, and if you look in the mod's description the author will also list what other mods or programs are required to run that particular mod. It varies. Alot of mods require a program called Oblivion Script Extender, or OBSE. Don't ask me what it does, but alot of mods need it to work properly. You can find OBSE here: http://obse.silverlock.org/ Downloading mods usually goes like this: Save the files downloaded from TES Nexus (or elsewhere) to a temporary folder (you could name it Oblivion Mods or something). Most mods come downloaded in compressed zip format. You will need an unzipper such as Win RAR to open them. Once you've opened the zip file and extracted the folders inside, look for a readme. The readme will help explain where the files go for that mod. If there's no readme, look for folders titled 'data', textures', 'meshes', or 'sounds'. These are the most common folders. 'Textures', 'meshes', or 'sounds' go into your 'data' folder, usually: C:/program files/bethesda softworks/oblivion/data. Likewise, if the folder is called 'data', it goes into the 'oblivion' folder. You will also encounter 'esp' or 'esm' files. These always go into the data folder. They are the files that tell the game what to do with that mod. Lastly, once you've moved all of the files you extracted from the zip, you need to open the oblivion launcher and select 'data files'. This will list all of the esps or esms you have in your data folder. Check one to activate that mod in your game. You can also activate mods through Oblivion Mod Manager, and also change the load order there. I hope that helped a little. :) Cheers, Fin