I thought about that, but then again, aren't all the DirectX files taken straight from the .cab files? The dxsetup.exe file doesn't actually contribute anything, it just does the grunt work, right? I hope.... I'm not sure how DSETUP.dll and dsetup32.dll work into the scheme, though. I'm almost positive that I did at least install DirectX 9.0b successfully. It's probably just DirectX 9.0c that's giving me major problems!