You must have Unreal Tournament 3 installed first. Just double-click to launch install. If your UT3 game is installed in a different directory-you must browse to your local directory location before install. The Installer should automatically find the directory but if not (if it is installed in some sub-directory or on an external drive (not C :) then find: "?:...Unreal Tournament 3" (Usually "C:Documents and Settings?My DocumentsMy GamesUnreal Tournament 3") which should have a "UTGame" folder inside - That is what the installer is overwriting. You can tell if it is going to the right place by: If the install asks you if you want to create a new directory then it is pointing to the wrong place. GAME PLAY Instructions:Before you Play: Setting up Millagun game before you play must be done in a specific way. There cannot be any other players, bots, characters or such involved-must be done this way or (unfortunately)wont play correctly... email Philds4t(at)aim(dot)com