Okay, definitely have no idea how ... could be my ISP who has always had issues, but my initial download corrupted somehow. I just downloaded fresh and started it up, all seems to be normal! :) I apologize for taking up a forum posting with this, but I've never seen corruption do that before, it's always either broke a program entirely or threw errors for me, lol EDIT: Ugh okay ... seems to be an issue if you rename the Torque3D-3.9-WinBinaries folder that 3.9 lies in. EDIT2: Or not ... when I extract to a folder on my desktop, all is well. As soon as I move it, it breaks.