I've spent hours researching options, re-installing drivers, rolling back drivers, rebooting, running in compatibility modes on each driver, everything. The error is: GLW_StartOpenGL() - could not load OpenGL subsystem I've tried re-installing the game, no dice. Edited my config to change resolutions, bit-depth, etc., no luck. Finally, I just randomly saw the following file in the \Quake III Arena\ directory: opengl32.dll. I know this file exists in %windir%\system32, but didn't know why it would be necessary here. For some reason, I renamed it to opengl32.dll.old and tried the game. It works. It works every time. I even double checked the symptoms by giving the file the old name. Hell, it just works and now I'm happy. Some sort of divine intervention... I just needed to post this out there for somebody else so maybe they won't have to spend hours on it, as I did. As a side note, I did learn a lot more about Windows 64-bit and it's backward compatible files in %windir%\SysWOW64. Current driver version: 126.96.36.19940 (12/14/2009) Nvidia Quadro FX 2700M There is a newer driver out that I have to re-install. I'm still half rolled back from my various troubleshooting.