First off: http://dellepro.dellhost.com/eck/unreal Look at the textures of those characters. Most of the characters in the game are like this, aside from Aida, until recently as you can see in pic 6... yes... that's Aida. Problem #2: I'm getting severe stuttering, but only when a NEW sound is being played for that time I have loaded that game. For example, if I just load the game, load my level, and then jump, he makes a grunting sound and the game stutters. Then after that, I can jump all I want and it won't studder. Then, the first time I fire a weapon it studders. Also when dialogue is taking place it stutters. Problem #3: It's only done this three times, but, here goes. I'll be playing the game, fighting through a level and all of the sudden my PC will reboot. No warnings, nothing. I haven't tried going into system properties and switching from "reboot on error" or whatever... The problem just started yesterday. It did it once then and twice today. I'm getting ready to do a fresh install on my new harddrive, but I don't know if that would help this stuff? Oh yes, I'm also using the latest Unreal 2 patch.