JGrigby8, I just re-installed Rebellion and started playing also.. I noticed that my video card was "out performing" the game.. So, I started adjusting my FSAA settings.. Does your video card(Radeon) have a manual slider bar for FSAA? I've noticed that if you have FSAA turned off, (marked off), the game crashes back to the desktop.. I am also running XP and have had a small problem with the video side... My resolution to this problem was to check the box, "Application controlled", which by the way is not off, nor manually set in terms of the FSAA slider bar. Just an Idea. Good luck Cmdr_Vessery