You did read the instructions, but either didn't read them completely enough or failed to understand. Im going to list some really concise instructions for you now. If you follow them to the letter, i swear that everything will work fine. 1. I think you'd know to do this, but anyway, uninstall fallout 2. Delete the entire fallout 2 folder. 2. Extract update 4 into a folder: e.g. C:\update4. Inside this folder, you should now have: fallout2.exe, and the folders: Art, Data, maps, Proto, etc. etc. 3. Extract update 5 into another folder e.g. C:\update5. Copy the entire CONTENTS of C:\update5 into C:\update4. THE CONTENTS, not the folder. DO NOT copy the whole C:\update5 into C:\update4. Just the CONTENTS. Everything inside C:\update5, not C:\update5 itself. Overwrite YES on everything. 4: Go to your root fallout2 installation folder. Just stick to the default of C:\Program Files\BlackIsle\Fallout2 because it makes life easier. Open the Data folder inside. If there's none, create it. 5: Copy fallout2.exe from C:\update4 into C:\Program Files\BlackIsle\Fallout2. Overwrite YES. 6:Copy the entire CONTENTS, EXCEPT FALLOUT2.exe of C:\update4 into the Data folder. The CONTENTS. i think you should get it by now. If you did all the above correctly, you should end up with a working mod. C:\Program Files\BlackIsle\Fallout2 should only have 2 subdirectories: Data, and EREG. C:\Program Files\BlackIsle\Fallout2\Data should have Art, Proto, Maps, Data, text, scripts, pcx, folders. If it DOESN'T have any of these, you screwed up again. Good luck.