Fallout 3 - Game of the Year Edition
1039 ratings
ULTIMATE Fallout 3 Setup & Mod guide Windows 8 & 7
By BenWah
The best setup guide for Fallout 3!
Fallout 3 runs GREAT with these easy steps!
1) Install Fallout 3.

Start Fallout, click Play, push the escape key and Quit.
It will validate your game, detect your graphics card and create a fallout.ini.
* Dual monitor users must disable 2nd monitor by pushing Windows key + P
* Causes fallout 3 crashes: teamspeak "overwolf", ASUS xonar "gx" & GamerOSD.

IF CRASHING WHEN CLICKING "PLAY" in the fallout launcher, update Games for Windows Live (click)[download.gfwl.xboxlive.com].
Double click the download to run it.
If that doesn't work, click "options" and set your resolution to your desktop res, or try windowed mode.
In rare cases (bad prior installs and bad guides) it might be necessary to delete the 3 files found in C:\users\yourname\Documents\My Games\Fallout 3
(don't delete Saves folder)


2) OPTIONAL: "Games for Windows Live" may cause problems.
Let's disable it with a program specially for Fallout 3.
  • Manually download this.[fallout3.nexusmods.com]
  • Extract (unzip) the download.
  • Start the G4WL disabler anywhere by double clicking it
  • Click disable and exit.
  • If you have old GWFL save games, recover by moving them from C:\users\yourname\Documents\My Games\Fallout\yourGFWLname\Saves to C:\users\yourname\Documents\My Games\Fallout\Saves
(FOSE also disables it)

3) Skip this step if using steam version.
If you have an old CD version of the game, update to 1.7 with this official patch.[download.zenimax.com]
The CD version of fallout comes with a bad version of .NET, you should update it[www.microsoft.com].

4) This step solves most random and post-intro movie new game crashes!
Especially crashes when hearing the baby cry.
Shortcut: Optional step 6 does this for you automatically.

  • Right click this file and open notepad:
    My Documents\my games\Fallout3\FALLOUT.ini
    or C:\users\yourname\Documents\My Games\Fallout3\FALLOUT.ini
  • This may appear as "FALLOUT" in windows explorer.
  • WARNING: DO NOT EDIT Fallout_default.ini !!! You're in the wrong directory!!!
  • find (control F) bUseThreadedAI=0
  • CHANGE to bUseThreadedAI=1
  • Immediately after this line, ADD this new line:
  • iNumHWThreads=2
Click pic to see:

5) Autosaves & save overwrites often eventually ruin game with crashes & corruption.
While playing press escape, settings, gameplay, disable all 3 autosave options.
Always save to a "New Save". Really! (CASM mod does this for you automatically)

6) UPDATED Unofficial Fallout 3 Patch
Optional but strongly recommended!
TONS of bug fixes. It would take dozens of pages to list them all.
Click here & "download manually" [www.nexusmods.com] the "NEWB FRIENDLY" version and run it.
* The site registration for Nexus is free and quick.

STOP AND TEST GAME. Most people should be done at this point.

7) Only for "New Game" crashes BEFORE the intro movie plays:
  • Check the resolution set in fallout launcher options to see if it is sane, perhaps that alone will fix your problem.
  • Some computers do not have a video card, using only the wimpy graphics processor built into the CPU (Intel IGP). These users crash on the intro movie and need the following fix.
    This fix is only for people with intel HD graphics! If you have any ATI or Nvidia video card you shouldn't be using this!
  • Click here[www.nexusmods.com] and "download manually" (Pick a download server when asked)
  • Right click the download to extract it
  • Drag only the d3d9x.dll file to your Fallout folder, probably at:
  • C:\Program Files (x86)\Steam\steamapps\common\Fallout 3 goty\
  • Reset your resolution in fallout launcher options. Click "advanced" button and uncheck water reflections/refractions for performance reasons with IGP.
8) ONLY IF you're still stuck:
Not for Windows 8.
  • go to your fallout3.exe at
    C:\Program Files (x86)\Steam\steamapps\common\Fallout 3 goty\Fallout3.exe
  • Right click it and select properties.
  • click compatibility tab up top
  • disable desktop composition
  • also set your theme to "windows basic"

9) Only if still stuck on new game crashes before intro movie.
Setting up Fallout 3 for Mods

1) Install FOSE
  • Extract (unzip) this download.[fose.silverlock.org] (If you can't extract it, then install this.[www.7-zip.org])
  • Move the individual files to your main fallout3 directory (alongside your Fallout3.exe) typically at:
    C:\Program Files (x86)\Steam\steamapps\common\Fallout 3 goty
  • setting fose_loader.exe to "run as administrator" may prevent crashes.
Use a desktop shortcut of "fose_loader.exe" to start fallout 3 from now on!
* It's possible to keep steam overlay by renaming falloutlauncher.exe to something else, then renaming fose_loader.exe to falloutlauncher.exe. Launch fallout 3 via steam library.


2) Skip this step if you've installed the Updated Unofficial Fallout 3 Patch.
Archive Invalidation is required for most mods.
If for some reason you don't want to run the Unofficial Fallout 3 Patch, then
run this (Program Version)[fallout3.nexusmods.com] and delete. Other methods are inconsistent.
Once done don't ever touch Archive Invalidation options in your Mod Manager.

3) Enable accessing 4GB ram.
Doubles the amount of ram Fallout can use.
Better performance and stability, especially with large texture mods (NMC).
Not for 32 bit versions of Windows XP, Vista, etc....
  • Download this.[www.ntcore.com]
  • right click the download to extract it (unzip it).
  • run the 4gb_patch.exe
  • you will see a file browser --
  • Navigate to and open the fallout3.exe at:
    C:\Program Files (x86)\Steam\steamapps\common\Fallout 3 goty\Fallout3.exe

4) Mod Managers let you activate and remove mods with a single click.
Deactivating a mod restores Fallout 3 files perfectly, as if it had never been installed.
That's a big deal, because juggling mods manually often results in a mess that requires you to reinstall everything.
Add ALL of your mods via a Mod Manager to avoid these problems.

Choose to download either
You need to set "run as administrator":
  • Right click the Mod Manager's program icon, and select Properties.
  • Click compatability tab (top of window)
  • Click the "run as administrator" checkbox.
Sorry! This guide doesn't yet explain how to add mods to your mod manager.

When activating mods with NMM, in general choose NO when asked if the mod is an update, then choose "yes to all".

5) Mod Activation Order sometimes matters, since some mods overwrite the same files.
Fix activation order in your mod manager by deactivating all and reactivating in order.

Mod Activation Order recommendation
(Skip past whichever mods you don't use)
Unofficial Patch, NMC, Ironsights**, FWE, [DarnUI, FWE support for DarnUI, Immersive HUD], MMM, EVE, <All Other Mods>.
** The Ironsights "bridges" must be activated after all weapon-modifying mods (EVE, FWE, etc)

6) Without proper Plugin Load Order, everything breaks.
Download and run the Latest BOSS Installer[boss-developers.github.io].
After activating all mods, quit your mod manager and run "BOSS GUI.exe"
to automatically set plugin load order. Too easy!


7) FO3Edit (optional but beneficial)
Run FO3Edit[fallout3.nexusmods.com] after installing & activating all mods in NMM or FOMM.

When it finishes loading, right click on the left pane listing your mods, choosing "create merged patch", name it "Merged Patch", close & save. Confirm activation & order with FOMM/NMM.
This improves stability & handling of mod conflicts.

If you remove or add mods, manually delete "Merged Patch" from Data folder, then remake.
(When making a merged patch, Uncheck Blackened in FO3edit on startup)
Mod Recommentations & Setup Tips
Fast setup guide, not a substitute for docs.

Many major mods that work fine alone may conflict with others.
In Skyrim or Oblivion you can load 100 random mods, but not here.
I use all of these mods well together, but adding other major mods might affect stability.
Mods that only change textures or meshes are relatively safe.

Note: Clickable Mod Titles Below

Updated Unofficial Fallout Patch [www.nexusmods.com]
LOTS of bug fixes. Highly recommended.
Newly updated by Fallout bug fixing legend Tommy, adding his error corrections mod
and many other community fixes.
New: I recently added a version for use with FOMM & NMM.

CASM[www.nexusmods.com] (automated save manager)
It is likely that you will eventually get a corrupted save game in Fallout 3.
CASM automatically creates new saves periodically, avoiding much frustration.
Simply add and activate with your mod manager.
Press tab to activate pipboy. In the "Items" & "Aid" section select "CASM options" & exit pipboy.
I choose to automatically save every 3 minutes.

NMC Texture Packs[www.nexusmods.com]
Amazing graphics improvements!
For best results enable 4GB ram access on 64 bit windows (see step 3 of prior section).
I use the "Maximum Pack" on a laptop Nvidia 660m GPU with SSD.
Try "Performance Pack" instead on computers without gaming GPUs.

FWE (Fallout Wanderers Edition)[fallout3.nexusmods.com]
This mod is so good that I can't imagine playing without it.
Many prefer running "f o o k" instead, but don't attempt to mix the two.
Mega mod with huge list of features. Increases challenge, adds weapons, sprinting...
Manually download: part 1,2 & hotfix.
FOMM ONLY: installs automatically!
NMM ONLY: Must turn these 3 archives into 1 Before adding & activating:
Extract all 3 into a new folder called Data, being careful with overwriting order (hotfix last).
Right click folder to create an archive from it, and add via NMM clicking "add mod from file".

Activating the mod brings up a menu of checkboxes -- don't check followers.
I like Alternate Travel(motorcycle), Restore Tracers (choose one or none not both),
Vats Halftime (adds difficulty: vats doesn't speed you up as much relative to enemies)

MMM (Martigen's Mutant Mod)[fallout3.nexusmods.com]
New varieties of existing creatures, several new species too. Adds challenge and mystery.
2 Files: "Marts Mutant Mod 1-RC61 FOMOD Ready" & "MMM-6_2-update"
Don't activate Zones Respawn.esp, Tougher Traders.esp, or Natural Selection.esp, since you can activate their features from pipboy without them.

EVE (Energy Visuals Enhanced)[fallout3.nexusmods.com]
Spectacular new energy effects, critical kills, weapons, impacts, sounds, everything!
Easy install, just download and activate.

Blackened[fallout3.nexusmods.com] (better than foip)
Resolves conflicts between several major mods.
YOU NEED THIS if you mix FWE, MMM, EVE, or PB.
You don't need this if you only run one of those mods.
Super easy install, just download one file!
Example: If you have FWE, EVE, and MMM mods, then download only Blackened FWE - MMM - EVE.
Goes last in load order, except for weather mods.
Special instruction for using MMM with blackened:
ONLY activate MMM.esm, MMM.esp, and the 5 MMM-DLC plugins.
ALL other MMM plugins are built into Blackened or activated via pipboy. (even main menu.esp)

Project Reality[fallout3.nexusmods.com]
Stunning sky & scenery improvement, weather.
Outstanding for ease of install, visuals, stability. Significant performance (fps) cost though.
In your mod manager, manually force its plugin to load absolutely last (overruling BOSS).
Not compatible with other weather mods and some lighting mods.
Options are in the pipboy apparel menu, but don't activate the buggy radiation storms.
Can disable effects in the DLC with this mod[www.nexusmods.com]
A good lighting-only alternative to this mod is D.C. Moods.

GNR Enhanced (Galaxy News Radio)[fallout3.nexusmods.com]
Adds 100 GREAT songs that fit theme perfectly. Many enhancements and fixes, including better coordination of 3-dog news reports with quest progress.

Fallout Reanimated[fallout3.nexusmods.com]
Better humanoid stances and poses with weapons.

Darnified UI
-- smaller HUD elements for a cleaner, less obstructed view.
FOMM ONLY (easier) http://ui.darnified.net/wip/F3/dui_f3a11.zip
NMM ONLY http://ui.darnified.net/wip/F3/dui_f3a11.7z
BOTH also need this hotfix: http://ui.darnified.net/wip/F3/dui_f3a11_HF.7z
ONLY IF USING NMM: Replace Font section of Fallout.INI with text below: (copy & paste)
* must be the FALLOUT.ini in C:\Users\<yourname>\Documents\my games\Fallout3
DO NOT edit fallout_default.ini in your steam fallout program folder!
Mistakes editing this will lock your game on start.
* view&modify DarnUI options by pushing escape while playing and selecting "DUI F3".

Install order is critical for UI Mods!
  • If using FWE(Fallout Wanderers Edition), activate DarnUI support for FWE[fallout3.nexusmods.com] right after DarnUI.
  • If using "Immersive Hud" mod, activate it next.
  • If using "Better High Detail Maps" mod, activate it anytime after DarnUI.
  • I use all of these together and it's great! Add Faster Pipboy & Smoothlight mods too.

Immersive HUD[fallout3.nexusmods.com]
Hides HUD til relevant or toggled with "i" key. Long hold "i" for options.

Better High Detail Map and Icons[fallout3.nexusmods.com]
Activate after DarnUI Mod. Leave "custom icons" unchecked (they're too small).
Change uPipboyColor value to 2930678016 in:
My Documents\My Games\Fallout3\FalloutPrefs.ini

SmoothLight - Pip-Boy Light Enhancer[fallout3.nexusmods.com]
Pipboy light tripled range & better quality. Activate by holding tab a couple seconds.

Faster Pipboy[newvegas.nexusmods.com] (FO3 Compatible)
Opens and closes pipboy fast. Safe mesh-only mod.
Additional Mods
(Paradox) RH_Ironsights[www.nexusmods.com]
Aim down the barrel of many guns.
Download & activate "Paradox RH_Ironsights" from the Paradox files section (link in above title).
Then look at the files section for the main RH_ironsights mod.[www.nexusmods.com]
Download and activate any "bridge" files that correspond to other mods you have installed.
If you have FWE, EVE, and Fallout Reanimated mods installed, then you download and activate those bridges from the RH_ironsights page.
Use BOSS to sort and you're done.
Must change the excessive default gun sway via pipboy, items, aid, "gun oil".

More Map Markers[fallout3.nexusmods.com]
Choose "No" when asked whether to download markers. "Yes" reveals (spoils) all locations.

Stutter Remover[fallout3.nexusmods.com]
Results vary. My game works better without it, but it helps many others.
At this writing, download & activate only "FSR_4-1-36".
Default settings are fine for most.
Modify by editing: (fallout)/Data/fose/plugins/sr_Fallout_Stutter_Remover.ini

Mothership Zeta DLC Retextured[fallout3.nexusmods.com]

Enclave Power Armors Retextured[fallout3.nexusmods.com]

Robco Certified[fallout3.nexusmods.com] (Difficult install)
My favorite. Command robot followers, upgrade them, craft new & strange "junk bots".
Download both "RobCo Certified v2" and "RobCo Certified v2 Patch Pack v1-41".
Read docs in both.
"Robco Certified v2 Omnipatch.esp" is an included compatibility patch for setups with all 3 of Zeta (5th DLC), FWE & EVE.
If using "paradox" EVE, you must use my modified omnipatch which also fixes 3 gutsy bugs. [fallout3.nexusmods.com].
If using omnipatch.esp, do not load the robco zeta, eve, or FWE plugins.
You can easily screw up this mod by loading too many of the included plugins!

For my setup mixing FWE & EVE, I only load:
Companion Core.esm, RobCo Certified v2.esm, Companion Core DLC Addon.esp, RobCo Certified v2 Omnipatch.esp.
That's it! Don't use RobCo Certified v2 Version Updater.esp or Mr Smith's (very buggy), and I suggest skipping the many other options for a first playthrough.

*must pack away bots before entering zeta to avoid crash.

Personal Achievements Log[fallout3.nexusmods.com]
Keep track of and update g4wl achievements, without running g4wl.
If using FWE "Alternative Start", grab holotape leaning against Vault 101 exit.

Project Beauty (PB, Fallout Resigned)[fallout3.nexusmods.com]
Far more detailed and convincing NPC faces.
I used this extensively until deciding they were too pretty for the wasteland.
A forthcoming version promises to be more lore friendly.
* If using "Blackened", must use hires not standard version.
Difficult install. Skip to 4:44 in this install video:

Conelrad Civil Defense Radio[fallout3.nexusmods.com]
Theme fitting songs relating to A-bombs and the communist menace.
Historic Civil defense commercials.
Load plugin after GNR Enhanced if using both together.

Mods currently under evaluation for possible future addition here:
Imperfection (pending author's merge)
Arwen's Tweaks
To avoid most alt-tab crashes, simply push escape to bring up the menu before clicking alt-tab.

Stuck in scenery? Type ` (top left key) to enable console, "tcl", `, then repeat when free.

Activate flashlight by long-holding tab.
Put away weapon by long-holding r.
Crouch to pickpocket. Crouching improves aim.
Delete old saves by right clicking them.

Game crashing after the first "please wait" slide, but before smiling fallout-boy appears in lower left corner?
One of your mods is looking for another mod (or dlc) that isn't there.
Usually caused by a "missing master", meaning one of your mods is looking for a plugin or DLC that is not there. Or you may have screwed up plugin order (try BOSS), or forgot to delete & remake merged patch after removing mod. The "DarnUI" mod is a particularly common source of this problem -- Improperly setting up the fallout.ini for it, or failing to revert fallout.ini to previous state after uninstalling DarnUI (or reinstalling fallout since doing so won't reset your fallout.ini).

Windows 7 & Vista built-in sound codecs may conflict with Fallout 3, hurting game performance.
Simply install a klite codec pack to fix (Not an issue for win 8)

Radio songs stuttering? (Fix for codec pack users)
Run http://www.nirsoft.net/utils/installedcodec.zip and disable "LAV Splitter" & "LAV Audio Decoder"

Crash escaping base after "hold it right there"? Try default action mapping.

VATS lag in displaying percents? Unwanted mouse acceleration? Sliding after stopping movement?
*Nvidia control panel, manage 3d settings, add fallout3.exe, change "Maximum pre-rendered frames" to 1, Apply.
*ATI GPUs: set flip queue size to 1 in ccc.

Slow? In FalloutLauncher.exe Settings, reduce shadow quality, then AA.

Slow computers can drastically improve framerate by changing this line in:
My Documents/my games/Fallout.ini
Edit this line changing the 1 to 0.
Cripples postprocessing and lighting quality, easy to change back if you don't like it.
I played over 100 hours on a crappy laptop using this, couldn't have otherwise.
< >
BenWah  [author] Jul 10 @ 10:20pm 
The only way I can figure out what mistake you made is if you tell me exactly when you crash. Also what vid card you have and which version windows.
bhbartels Jul 10 @ 9:43pm 
Hey I tried all ur tips and I still cant get it to work. Just wondering if youve got anything else to suggest? Beast troubleshooting guide though bro!
mistergordonfreeman Jul 9 @ 4:44am 
(thisworked for me) before I read this, i played fallout 1 and 2, and didnt have a problem with it, and i was so dumbfounded on how games that came out before fallout 3 worked, but fallout 3 didnt.when it finally started up, i got so happy and loved playing through. fallout 3 is an amazing game.
Seval_0104 Jul 9 @ 12:22am 
Thank you so much, a very helpful guide. I bought FO3 recently and I want to play it in W7.
Galzra87 Jul 7 @ 4:30am 
NVM, found it.
Galzra87 Jul 7 @ 4:23am 
I don't have a fallout.ini in the fallout 3 directory, just a FalloutPrefs.ini.
Is it the good files to modify for the step 4 (crash when the baby cry)?
The Major Jul 5 @ 4:03pm 
BenWah  [author] Jul 5 @ 3:24pm 
Read the instruction again more carefully.
The Major Jul 5 @ 12:43pm 
Downloaded FO3Edit. Theres no where to select create merged patch
Theres a box with a list of SOME of my mods, and 2 boxes on the top titled "form id" and "editor id" nothing else.
BenWah  [author] Jul 4 @ 11:53pm 
he had a mod that required FWE without having FWE loaded. problem fixed