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I first played Fallout 3 on a Toshiba Satelitte running Windows XP. Never played the first two. That PC died. I have a 2 1/2 yr old laptop, specs below, that I finally managed to get Fallout 3 and all DLCs working on as of May 2013. Lots of frustration, anger, numerous unistalls/reinstalls.....Thank you Bethesda. HP Pavillion dv6 Notebook PC AMD Turion II P540 Dual-Core Processor 2.4 Ghz 8G RAM-Maxed Windows 7-Home Edition 64-bit I'm not going to in to all the problems I've had but they stem from Bethesda's shelving of the game. The only (1.7) update on their website is the last one for it. FO3 was never designed to run on Windows 7. I don't know if it will work on Vista; I'm sure people have managed to get it working fine on newer OS. I'm nowhere near that knowledgeable on computer programming and such. I've found what works for me and my system through trial-and-error and the works of others Steps: Install Disc 1. Don't rush it. Install Disc 2. There might be a delay with the setup.exe starting. Be patient. If it still doesn't after a long amount of time, clean the disk and retry. Go to Bethesda's Fallout 3 website. Under 'DOWNLOADS' there should be a patch for 1.7. I advise you to save it to desktop and run it from there. Once those three are installed now comes the part to cross your fingers and toes. I went to Properties on the game icon (which you may have to copy a shortcut from the game folder to desktop) I set the program to run as administrator AND compatibility mode for Windows XP Service Pack 2. I played the game with no problems up to getting out of the VAULT and into the bright sun glare that happens. I saved my game. Since I've played it before; all DLCs and the full game I wanted to get a new playing experience. That's when I found the treasure trove of Nexus Mods!!!! I don't have many, a body replacer for box sexes, some retextures or improved ones for the game, weapons, landscape, etc. I like to play my games more Immersion-style. Unfortunately, the modding community for Fallout 3 isn't large, or at least from what I've found. New quests/lands to explore are few. I have zero mod making experience. I'm still a beginner on installing and using mods but I'm experienced. Mods are great; they can make a truly great game even better; first time or numerous times. That is how I'm getting the most out of the game. This is what works for me. I make no claims that it will work 100% for anyone else with the same or similar setup. However, in getting mine to work, I've seen others with worse systems/similar systems that have done similar things and they have it working; using mods or not. To anyone else who hasn't played it, or is having the issue with the new OS, good luck.