Rebellion has been working in Vista ever since I moved the D3D file to the Windows\System32\ folder. In fact, I've been playing P:ESB for some time now. I did, in fact, do a clean install of Rebellion and RebEd and as mentioned before, I followed the instructions to the letter to no avail. In fact, the only way I could get it to start at all was to run both RegEdit files in the Beta folder. Without running the "enable_loading_RebEd_cards" file, the game doesn't even find the installation CD directory. In the end, this may be the problem altogether. Bud, Is the Vista fix for Rebellion for the D3D issue? All, Please advise... Rotor