I was able to get Civ3/C3C working in Windows 7, but I was unable to get CivAssist II to work along with it in native Win7. However, Win7 Ultimate and Win7 Professional offer Windows XP Mode, a licensed virtual Windows XP installation that runs under Virtual PC 7, and after setup the Windows XP Mode applications can be run in a virtual WinXP PC window or directly in the Win7 desktop. At no extra charge! I thought this might make C3C and CivAssist work for me. (It does!) What you need: - Genuine Windows 7 Ultimate or Professional (Sorry, Home Premium and Home Starter don't support Windows XP Mode) - 2 GB of RAM for 32-bit Win7 or 4GB of RAM for 64-bit Win7, otherwise Windows XP Mode won't be available - Windows XP Mode (500+ Megabytes, essentially all the WinXP SP3 files) - Virtual PC 7 - Possibly XP mode update if you don't have hardware virtualization on your CPU - The previous three are downloaded from Microsoft - A bunch of hard drive space; probably 2 GB free for the downloads, installs and Civ3 installs - A desktop video resolution with a height of 768 pixels or greater. Per the download link above, download and install Windows XP Mode, then Virtual PC 7, then if you don't have hardware virtualization download the Windows XP Mode Update. Each user will have his or her own Windows XP mode virtual machine, so for the next steps run as the user you will be when you play Civ3. Start -> All Programs -> Windows Virtual PC -> Windows XP Mode . This will set up the virtual machine, set up a WinXP user and password and eventually get you to a Windows XP desktop presented to you much as a Remote Desktop session. I recommend clicking the box to save the password so you won't have to log in every time you run a WinXP mode application. Inside the WinXP virtual machine run Windows Update to install any updates you wish. For CivAssist II you will want DotNet 1.1 . It wouldn't hurt to install other critical updates and perhaps even a virus scanner like MS Security Essentials (free). Inside the WinXP virtual machine, install Civ3. The optical drive will appear to be native to Windows XP. Important: Try running Civ3, PTW and/or C3C depending on what you will use. It will flash the splash screen and then go away. Find the ini file for the game you're launching (civ3.ini, ptw.ini or Conquests.ini) and add KeepRes=1 and PlayIntro=0 as lines 2 and 3 in the file and save it. Try launching again and see if it works. When it works, install any patches or mods and any helper programs like CivAssist II. (I have Civ3 and first-release C3C discs, so I install Civ3, then C3C, then the 1.22 patch, then I install my smiley popheads graphics mod and CAII.) You can access your Win7 drives as network drives, but I when I tried to install CivAssist II from the "network" host drive it told me I couldn't run it under remote desktop. I copied the installer to the virtual hard drive, and then I was able to run the installer from there. After the applications are installed and tested inside the Windows XP Mode window, you can close it out. Then you can start the WinXP mode application from Start -> All Programs -> Windows Virtual PC - Window XP Mode Applications -> [ and then the WinXP start menu path, for example Atari -> Civilization III Conquests -> Play Conquests! (Windows XP Mode) ] . The game will start up apparently natively to Windows 7, and then I can start CivAssist II the same way, and I am in business.