**You can watch a tutorial on http://www.youtube.com/watch?v=-H3DUOzyRZQ 1) Extract the MADFilter zip file into Windows\system\ 2) Open up register.bat (if you're on Vista or 7, open as administrator). Make sure it says "succeeded". 3) Open up InstalledCodec and disable Fraunhofer IIS MPEG Layer 3. Make sure you have MAD Filter on the list. 4) Done, you should be OK now. If it still doesn't work, incase you're using K-Lite Codecs please uninstall it completely. Reinstall K-Lite as the Basic version of it (google "K-Lite Codec Pack Basic"). And configure both FFDShow Audio and Video to EXCLUDE Fallout3.exe.