Hello Ron, The sys requirements for Rebellion are 95 / 98 / ME. Eventhough ME is listed there, I dont think its really supported. I had the same issue. Two machines one with 98 the other ME. Never encountered a problem on the 98 machine, but the ME machine had the same issues as your having. My only advise is to get rid of ME, but wait and see what some other people post about this topic.