DJGPP will do fine, as Quake was created with it. Allegro would be a great library to start out with, for the sound/music/input/gui/graphics. You can use LCCWIN32, but it only does C code, no C++. There''s also Bloodshed DevC++ (correct name?) I found it on DOWNLOAD.COM, it is for Windows and seemed pretty good, but the interface has some bugs. You can do quite a bit with the free compilers before you max them out. The version of MSVC 6 that comes with some books is the same as the standard retail version, except that you get a pop-up window stating the compiler is for non-commercial use only, each time you run a program. Swapping a few libraries or DLL''s (can''t remember which) with a full copy will get rid of those however...