To all guys with resonses...thanks. No, worked all day on this problem and tried to do everything...I knew to use Disk 2, etc., because, remember, it did run once! Also, configuration should have been no problem...but I did run all tests just to make sure. Finally, late last night, when it got to installing DirectX, I usually said 'no' since I had already had DirectX 9.0 installed. But this time, I said, what the heck..go for it! Anyway, after that, the darn game did run! Guess for some reason, it liked their version of DirectX 9.0 better than my version of DirectX 9.0 (although the same version). Anyway, thanks to all. I did work long and hard...and thanks for the resonses. But, guess what, I do have a masjor problem remaining. If I save a game during play, when it saves, the screen is then black (no picture). Can get it back, but a pain. Really, this game is much, much, much more difficult to run than Divine Divinity...not in the same ball-park. I enjoyed so much the Diving Divinity, but, seems you have to work your rear end off to make this BD play and run. So, are you having fun yet??? Thanks..