I am having a very similar problem, I decided that I hadn't played Fallout 3 in a while so I loaded it on my new PC (that I built for Skyrim), I have a few MODs that I use, but have not loaded them yet as I am still in the tutorial stage. The game loads and plays then it just freezes, CTR-ALT-DEL & close game, re-start, then five minutes later, same thing... I've tried "Compatibility Mode", "Run as Administrator" But I have not done any tweaks... (It's been too long I don't remember them) - Tech level - (I'm an old fart, so - Med to Low) :/ Windows 7 Pro - 64 bit Fallout 3 GOTY edition AMD FX-6200 (3.8GHz) Asus Sabertooth 990FX Corsair Vengeance 16 Gigs @ 1600 MHz (4 sticks) Gigabyte GeForce GTX 560 XFX Black Edition 1000 Watt PSU Nothing is overclocked