I have been fighting this upgrade from DAY ONE. I have a ATI Radeon VE running (so times) in a Iwill KA266 w/[email protected] 10X133. I'm running WinME. I have had problems with everything it seems. If the screen saver stays on more then about 5mins the system freezes, If any of the power saver functions are enabled when they run the system freezes. Windows will not shut the computer off it gives you that old screen that said "It is now safe the turn your computer off" WE are using ATX now. Anyway Unreal crashes after any map is completed. I could go on but I won't. I have tried all I can think of Fdisked an old hard drive and started from scratch not OCing, Fail safe settings in the Bios. Any one had this combo and had problems. I am about to put a POS Quatum3d card in and see if that helps.