This is the installation order I use. It works. The first thing you really need to do is slow down and read through the instructions carefully. Make sure you know what you are about to do. All the files and documents Co8 produce have a read-me, a thread dedicated to the download and detailed installation instructions in the opening post of the thread. It is sometimes good just to take a moment and read through these things. Before starting, make sure that you do not have the game already installed. You need this to be a brand new install. STEP 1 Install Microsoft .NET 2.0. If you are using Windows XP with Service Pack 2, you will probably already have Microsoft .NET installed on your system. To find out for certain if you already have .NET installed, go to Add or Remove Programs in Control Panel. If .NET is installed, it will be listed there. http://www.microsoft.com/downloads/...CB-4362-4B0D-8EDD-AAB15C5E04F5&displaylang=en STEP 2 Install the game. STEP 3 - THIS IS ONLY NECESSARY FOR SOME PEOPLEl This is not always necessary but some people just cannot install patch 2 without installing patch 1 first. If you are one of those people, like me, install patch 1. If your version of the game is prepatched to version 3, DO NOT use this patch - forget you ever saw this step. ftp://ftp.infogrames.net/patches/toee/TOEE_PATCH1_ENU.EXE STEP 4 Install Atari patch 2. ftp://ftp.infogrames.net/patches/toee/TOEE_USA_ANY-PATCH2.EXE STEP 5 Install Co8 v5. During the installation there are options on which parts of Co8 v5 you wish to install. If this is your first time playing using Co8 v5, please do not deselect any installation options which are chosen for you by default unless you are positive you know what you are doing. By all means choose more options if you want to though http://files.co8.org/mods/Circle_of_Eight_Mod_Pack_5.0.0_Final.exe STEP 6 - OPTIONAL: this step consists of loading in beta mods that have been developed since the release of 5.0.0. These mods are BETA. Install the Co8 5.0.6 patch: http://files.co8.org/mods/Cumulative_Mods_5.0.6.rar Note: the patch exists in the form of a .rar archive, which is similar to a .zip archive. If you don't have WinRAR, download it here. To extract the files and install the patch, double-click on the .rar icon after you download the 5.0.5 patch, click the extract button, and direct the extraction location to your ToEE root directory. You don't have to buy WinRAR; you can use it in 'trial' form forever. Please Read Remember to launch the game through the shortcut to the frontend and to select the Co8v5 module. If you don't launch via the frontend or if you don't select the Co8 module, you will be running ToEE as it was patched up to Atari patch 2 (ie you will still have the looting bug and you will not be playing Co8v5). Hopefully, you'll now have a fully functioning installation of the game. Enjoy Co8 v5 If you haven't then recheck what you have done and the order in which you have done it. There is a stickied thread on common issues and solutions which might cover your problem. There is also a forum search function. If neither of those helps with your problem or do not explain what to do well enough for you, please post and we'll try our best to help you out. Expect lots of silly questions and please be willing to help us help you.