errm, well where did u download it from?, when i said put it outside i meant inside the marathon folder but not in any of the folders inside,.....the textures taht is , you have 1 script and 1 folder right?,.... ermm ill post a pic of what my folder looks like maybe u can figure out whats wrong.... [url]http://image.mycubix.com/200407/marathon%20folder.JPG[/url] , this may look diff than what you have if u didnt download the music files.... [Edited on 7/8/2004 12:26:12 AM]