Upari, I think it might be one of these: 1a. In the download link the registry files that are in the folder Reb Refresh Package are: Rebellion x64 and Reloaded x64 ->Make sure you entered the correct one into your registry which is Rebellion x64. 1b. Make sure that the .exe file you are using is from the Rebellion 1.02 folder. 2. Make sure that you copied the folders in the REBELLION folder as they are, don't take out their contents just take the whole folder and put it in your So for instance you should have: Local disk...LucasArts\Star Wars Rebellion\EDATA and so on... 3. Make sure that all the .dll files from the REBELLION folder are in Star Wars Rebellion folder. If this doesn't work I recommend starting over, my system is the same as yours Windows 7 x64 Home Edition so when I found out that I couldn't download Windows XP Mode I stuck to it trying to figure it out. I did so much copying and pasting/shuffling folders around until I followed the instructions to the letter and checked everything I did. Krow, as for the RebEd I have no experience with it so I can't comment, but there are previous posts in this thread about it.