Make sure you have at least DirectX 8.1 installed, go to your start button, then to "run", type in dxdiag, go to the sound button and slide the Sound hardware acceleration slider down a few notches, go to your windows file explorer, then find your Baron.exe file in your C:\Sierra\redbaron3d directory, right click on it, choose properties, then under the compatibility tab make sure compatibility mode is unchecked.