Star Wars – Shadows of the Empire

Genre: Third Person Shooter
Release Year: 1997
Developer: LucasArts
Publisher: LucasArts
Age Rating: 12+
Playability Status: Playable (with significant issues)
Tested On: Windows 8 x64
Availability: Copyright retained - Out of print/unavailable

It seems like we’re asked about Star Wars games more than anything else here on, which brings us to this particularly troublesome little title. In this game, you take on the role of mercenary Dash Rendar and help the rebels topple Imperial walkers, blow up TIE fighters, rescue princesses and all the usual Star Wars things.


Your first challenge with Shadows of the Empire is to actually get the game installed. If you are still using a 32 bit version of Windows you can install the game from the CD normally. If you’re using a 64 bit version of Windows, you can use our convenient replacement installer, which you can download here (link broken? Let me know here). The replacement installer also automatically installs the music fix and the graphics fix, so can be useful for users on older systems too. Simply download and run the replacement installer, making sure your Shadows of the Empire CD is in your computers optical drive.

Once installation is complete, you will have two options on your Start menu/screen, Play Star Wars Shadows of the Empire (Fixed EXE) and Play Star Wars Shadows of the Empire (Original). Like several other games we’ve tested, there doesn’t seem to be one definitive fix that works for everyone, so we have given you a couple of options. Read on to find out more.

Running the game

This game has multiple issues and is not guaranteed to work for you, all you can do is give it a go and see if it works. We recommend that you try the “Fixed EXE” version first. This version of the game has been patched with the WineD3D DirectX to OpenGL wrapper software from dosse91. Several gamers report that this version of the game runs the best for them.

Start the fixed exe version and wait a moment, be patient as this version can take a minute or two to start up. Eventually, the window shown below will appear (click on the picture to enlarge it).


There are a couple of things you should check in this window. 3D device should be set to “Wine D3D Device”. Display mode can be set to any screen resolution your PCs monitor supports. Remember if you choose a widescreen resolution (like 1080p – 1920×1080) the games graphics will be stretched out of proportion.

Do not try to run the machine performance test as this is likely to simply lock up. If anything, your modern PC will be too fast to run this game!

When you have configured the settings, click on “Play”. The game will go to a grey screen for anything up to several minutes, but it should eventually start. Watch (or skip, by pressing escape) the opening movies then try starting a game. Hopefully the game runs well (though CD music will not work just yet). If not, read on for further troubleshooting steps.

Alternative method – DXWnd

If the above method does not work well on your PC, you may want to try the PC retro-gamers friend, DXWnd. Follow the tutorial here to learn how to use this tool. There should be a profile for Shadows of the Empire included with the latest versions of DXWnd. When using DXWnd with Shadows of the Empire, be sure to use the original executable. If you installed with our replacement installer, this is called “SHADOWS-orig.EXE” and is in C:\Games\Shadows\Sdata by default.

Getting the CD music to work

CD audio in the game will not work on any modern PC. If you installed the game using our replacement installer, both the orginal and fixed executables include a fix for this, but there’s an additional step you need to take before this will work. What we need to do is extract the CD audio files from the original game CD and store them in the MUSIC sub folder, that’s inside the “Sdata” folder within the Shadows of the Empire game folder (so that’s C:\Games\Shadows\Sdata\MUSIC if you used the default paths). Follow this tutorial to extract the audio files. There’s just one crucial change you have to make, when the tutorial talks about choosing “FLAC” encoder or “MP3”, ignore this and instead choose Ogg Vorbis encoder.

Make sure that you name the extracted files correctly. The files should be named “Track02.ogg”, “Track03.ogg” etc, with no spaces. Of course you can rename them after extracting them. Once you have them named correctly, copy them to the Sdata\MUSIC sub-folder. The picture below shows a properly configured music folder.


The next time you play the game, you should now hear CD audio as well as the games sound effects.

Configuring controls

We were not able to get gamepads working with this game, even using Xpadder. See the troubleshooting section for more information.

Troubleshooting and known issues

There are multiple issues with this game and compatibility with modern PCs is not guaranteed.

Controllers do not work – The game plays fine using keyboard and mouse controls, but game controllers do not seem to work at all. Even when disabled, the game picks up input from the gamepad and this affects gameplay, making it impossible to use tools like Xpadder that can normally add controller support to incompatible games.

Corrupt videos – On some machines the videos may appear corrupt. Usually, using the fixed (WineD3D) executable will cure this problem.

Crashes on startup – If the game refuses to start, try running it in compatibility mode for Windows 95. If you’re unfamiliar with using compatibility options in Windows, see this tutorial.

Crashes to desktop – The game is prone to crashing to the desktop mid-level.

Game runs too fast – On many machines the game simply runs too fast to be playable. Sometimes this only affects the games menus, whereas other times the problem persists in-game too. As a workaround to this problem, you can use a program called Process Sleeper. You can download this tool here. The program is downloaded as a rar archive, we recommend using 7-zip to extract it to any convenient location on your PC. If you’re not  familiar with 7-zip, see this tutorial.

Process Sleeper is in Russian and so may not show correctly on a standard English language PC, but it’s very simple to use anyway. The picture below shows it running.


Firstly, click on the “…” button to open a standard Windows file requester. Locate the SHADOWS.EXE game file (it’s in C:\Games\Shadows\Sdata by default) and double click on it. Now, click on the left hand button in Process Sleeper (it will be the only button that isn’t greyed out). You will need to experiment with the program and find the correct value for the  “Ms” box. On our quad-core Windows 8 machine we had to go up to around 11ms before the game would run correctly.

Unfortunately, running the game with Process Sleeper like this does cause the video cut-scenes to stutter somewhat.

In-game stuttering/juddering – If you’re lucky enough that your PC plays the game at the correct speed, you may still find that the game doesn’t run as smoothy as you might hope. Currently there’s no known work around for this.

Problems saving games – Save games are stored in the same folder as the game itself. If you installed with our replacement installer this should work fine as the folder will have been created with full read/write permissions. If not, see this tutorial on how to configure folder permissions to fix any issues.


Click on any screenshot to enlarge it.


Who are you looking at?

Who are you looking at?

Flying into battle

Flying into battle


  1. VirtuaIceMan says:

    I fiddled around with this game too, and have supplied an alternative fix for music from another site (where the download came from is now broken), over here:

  2. VirtuaIceMan says:

    I use the fix here to get no borders and high (too fast!) frame rate, then lock monitor to 60hz and all is just about okay…

  3. VirtuaIceMan says:

    An update to this, the ACT fix above isn’t as compatible as using these:

    This will improve framerate, though over 60fps = too fast in-game, I can swap my monitor with a button between 60, 120 and 144hz, and anything above 60 = too quick!

  4. Dylan says:

    Can’t use the (fixed exe) as I get ‘Unable to open display driver’ error message.

    Whenever I try the original exe I get either a blue or white background on each level.

    Anyone know how to fix either issue?

    • Gamer3215 says:

      The blue or white background means your color depth is messed up there’s a program called DXGL that will fix this there are plenty of tutorials online. Hope this helps!

  5. Brian says:

    Installed the game with your installer, but when I go to run the FIXED EXE file, it just hangs there on a grey screen for too long and does nothing after that, except continually say it’s not responding.

  6. Brian says:

    I wish someone could upload the game for download that’s already patched out and working for Windows 8

  7. Brian says:

    I can’t uninstall this game from the uninstaller, and it doesn’t show up in my Control Panel to remove programs.

  8. Brian says:

    Ignore my previous comment. It’s gone.

  9. Firmw says:

    Hey guies just a thought why not just go pick up an old Pentium 3 tower install Windows 98se (best Windows ever) and use it to play all your old games.

    • BuckoA51 says:

      Good luck playing XP games on that :) For some games that’s the only way but much more convenient to be able to play them on our modern rigs, don’t you think?

      • CLBrown says:

        Actually, playing XP games isn’t as “impossible” as some folks tried to tell us.

        Wanna know why Doom3 and Thief3 didn’t run on Win9x? It had ZERO to do with the code itself being incompatible. They simply provided an “icon resource” in the EXE which was larger than the maximum icon size allowed for in Win9x.

        Yes, that’s it. That’s the SOLE reason that these games didn’t run in Win9x. The dimensions of the freakin’ ICON RESOURCE in the EXE.

        Using a basic hex editor, I removed the icon resource from both of these exes… and both games actually ran better on Win9x than they did on WinXP.

        It’s like today, and all the old games I have which won’t run on Win7/8/10. Turns out that 99.9% of all problems come down to either the copy protection scheme (and Microsoft blocking the function of those, admittedly, rather nasty schemas… meaning a “no-CD-fix” allows them to work) or a DirectDraw/Direct3D version incompatibility (which I can almost always fix just by using dgVoodoo2 as a wrapper into Direct3D11).

        I’ve applied those fixes to over 150 “can’t run on later windows” programs.

        The “can’t install” thing almost always comes down to using the 16-bit version of InstallShield… and that’s an easy fix simply by copying the disk contents out, replacing the single “install.exe” 16-bit file with a version similar 32-bit version, and either installing from HD or burning to a new optical disk.

        The only things I haven’t been able to fix, easily, so far, have been those programs which use 3rd-party players as central elements (such as Quicktime… earlier versions are entirely incompatible with more recent ones, and Quicktime is pretty much dead now anyway!) or programs with true 16-bit program executables. Anything which has these issues, I run in a virtual machine (my most recent fix being simply to create a DOSBox-run Windows 3.11 installation… not even a “virtual machine” per-se, requiring a virtual drive, but just a directory on my disk which the DOSBox-run Windows 3x sees as “drive C.” This allows me to access the folders in the “virtual Windows 3x installation” directly from my REAL installation… makes life a lot easier to tranfer in pre-existing old program directories, etc, or to share files between “reality” and “virtual machine space”)

        I don’t have a single IBM-PC or later program I’ve ever bought which I can’t run at the moment… and this is for a guy who cut his teeth on a TI-99/4A Home Computer (which I run in a virtual machine as well, for what it’s worth!)

    • vgamesx1 says:

      I mean it works.. but I think it’s a silly work around, because why go find an old PC to play games when you could download VMware or Virtualbox and install windows 98 inside a virtual machine, then you don’t have to deal with the hassle of having an old computer lying around, which dealing with old computers isn’t fun because they’re incredibly slow at nearly everything, so running it in a VM would solve that issue due to newer hardware and lastly you can easily copy/paste your game from your main PC to the VM making the process just that little bit faster.

      • BuckoA51 says:

        Remember neither VMWare nor Virtualbox supports 3D acceleration when running Windows 9x guest operating systems.

        • vgamesx1 says:

          Yeah sure, but if a game is so old that you need to boot up an old version of windows to play it, then it probably doesn’t need 3D acceleration, ya know… :)

          • BuckoA51 says:

            DirectX has been around since 1995 so there’s actually a ton of games that would seriously benefit from 3D acceleration that cannot utilise it in Windows 9x guests. Many games default to only their basic graphics settings if they don’t detect a 3D accelerator card.

        • CLBrown says:

          I’ve yet to find any current version which supports 3D in a VM for Win9x. Do you know of one?

          It’s odd. You’d think that the whole purpose for a VM would be to run stuff which is “impossible to run” on current hardware, so the emphasis would be on older, less “compatible” setups… like Win9x.

          By the way, while I never went through this whole process, the guy who wrote this “how to” claims that he can run Win9x with hardware acceleration on Virtualbox. Have you looked this over?

          • BuckoA51 says:

            There isn’t a way to use 3d acceleration on a Win9x guest as far as I know. I haven’t tried his method though.

            Edit – Looks like only 2D acceleration is working for him, as expected.

  10. Artyom says:

    Great that all this effort is put into playing this game today! I’ve followed the steps correctly, however I’m not able to run the game due to an odd issue: says I don’t have the CD inserted into the drive. I’m just done ripping the music off it, and it’s an original (English) CD version of SOTE, so unsure why the game doesn’t detect it. Anyone having this problem?

  11. Jake says:

    Trying to download your 64-bit exe fix, but getting:

    403 Permission Denied

    You do not have permission for this request /support-files/Install-SOTE.exe

  12. pcw1ngz says:

    Windows 10 isn’t agreeing with the music file replacement. Anyone else? I’m also using DXGL to play this. So far so good save a missing starfield and weird lines in the Snowspeeder cockpit.

  13. Ivel says:

    I am on a 32 bit version of Windows, so I couldn’t use your .exe (Wasn’t available, but I read you said you’re out of bandwidth. It’d be useless to me as it’s 64 bit though).

    I tried both methods: WinD3D and DxWnd, neither of which helped.
    Without either, I’m able to run the game with incredibly corrupted graphics.
    DxWnd will run it with a bit more glitchyness than without.
    WinD3D won’t open it at all, with an “Unable To Open Display Driver” error.
    I’ve copied the 3 .dlls of WinD3D it recommends for DirectX 7 and below, in to both the main folder and the Sdata folder.
    I get the impression that for SOTE.EXE it works fine (Was working fine to begin with though), as if I only paste in a file at a time, it won’t run, asking for the other files (Put in ddraw.dll and then it wants what ever else, and so on, until all 3 are there. So I know it’s using the dlls I put in, or else the exe wouldn’t be coplaining). It’s on Shadows.exe where it’s failing (Either ran directly, or from SOTE.EXE booting it up from its interface).

    I didn’t edit any of the game’s files (Had tried but with no success), but I have tried both the original and patched (1.1 from Lucasarts) version of the game.

    I’m being super thorough as I’m hoping I can be pointed in the right direction, I really want to play this and don’t want to have to settle for the Nintendo 64 one (I want my cut scenes, better audio/video, and better controls).

    • BuckoA51 says:

      Replacement installer works on 32 bit versions of Windows too. Tried dgVoodoo2?

      • Ivel says:

        May want to edit the tutorial a bit. The way it was worded makes it sound like it’s explicitly for 64 bit (But I discovered recently that the installer is normally 16 bit, so with that context, the 32/64 bit support makes more sense).

        I got things to work, only through your installer (Not through doing what the Wine stuff says to do, which was far less involved by the looks of it). My only issue running it now, is the speed. It runs fine otherwise. I am using that Russian program to play around with it, but the game is too inconsistent about what it wants to run at for that program to be much help.

        I found 5 milliseconds to be the best balance for me, with it being too fast half of the time and too slow half of the time, normally within the same second. I’m assuming this program just adds a flat how ever many milliseconds. I don’t suppose there is a smarter one which checks to see how fast the game is running at the moment, and then pads it up to a certain amount to even it out?

  14. TimmyP says:

    The music fix doesn’t seem to work with Windows 10.

  15. Qzack says:

    I tried teleguy’s fix and the game will not load at all for me. I have to replace the shadows.exe file with the one from the official lucasarts patch (1.1) and set the file to Windows 95 compatibility mode and then the game will launch. I also have to use Voodoo2 in order to fix the video issues. I cannot get Wine to work in Windows 10, it will not show up in the config manager that pops up before you start the game.

    After I apply all of my fixes, with the voodoo fix for video, I can get the game to play and with the proper speed and sound but no music. I just saw teleguy’s note about renaming a file (Winmm.dll) so I’ll try that later tonight when I get home from work.

    Anyone know how the music tracks are suppose to be named?
    I have mine named as I ripped them from the game disc.
    For example the first track is just Track01.ogg
    The second track is Track02.ogg and so on.
    I have seen screen shots of the track numbers starting at 2 so should I rename them all..?
    For example rename track1 to 2 and the rest on down the line..?

  16. Bloodbat says:

    Hi! I installed using your installer under Windows 10 and I have a couple of notes on it:
    -If using your vanilla installer, the game WON’T work. Why? The winmm wrapper included is known to break under Windows 10, there’s a fix here:
    that probably should be combined with the info found here .There’s also a precompiled version floating around (I have it if you want it) but music no longer works if using that one, probably due to what punk rock hacker mentions :(
    I’ll try to compile it under Visual C++ later today or tomorrow, I can’t be arsed to install, configure and compile the ogg dependencies and the dll itself under Mingw when I have them already compiled under VC, if it doesn’t work, could you recompile it from the fixed tree?
    -There’s no need for Wine (that usually works quite crappily [if at all] for me, anyway) or different .exe files: dgVoodoo 2 works wonders with this game using the standard .exe (and quite a few others), just drop D3DImm.dll, ddraw.dll and dgvoodoosetup.exe in the game’s SDATA folder (and probably the game’s root folder as well, maybe as a hardlink? Fixes configurator not showing any possible resolutions). The dgvoodoosetup is not needed, but I’m guess people would like to configure it :P, now…the calls are wrapped for DX11 and above only, though.
    -Using the setup I mentioned above I managed to get my joystick working (It’s an XBox One Rock Candy thingie) with minimal fuss, it even has Force Feedback…to enable Force Feedback you need the file from here
    Despite what it says, it does work under Windows 10, I have tested it under Duke Nukem Manhattan Project and, now, Shadows of the Empire. I won’t work with every controller in the face of Earth, but it supports several (and the author is open to controller suggestions: that’s how I got mine working).

    Thanks for your work.

    • BuckoA51 says:

      Thank you. This game was tested under Windows 8 and I’ve not yet tried it on Windows 10.

    • TimmyP says:

      Thank you!

      Only game I can’t get working completely (no music, native 3d is fine) is this one (in Windows 10). I can control cda with the media buttons on my keyboard in-game, but the actual game wont play the tracks.

      Any effort is appreciated!

  17. Bloodbat says:

    Update: I compiled a fixed winmm.dll under Visual C++ 2015 and, since I was feeling really masochistic, I did one under Mingw as well…neither will hang under Windows 10 now and they include Punk Rock Hacker’s fix…sadly, neither will work for me: still no music. If anyone wants to play with them, here are links for downloading.
    The mingw one doesn’t require anything additional (and you can delete libgcc_s_dw2-1.dll as it’s no longer needed, make sure you replace your existing vorbisfile and such). The VC++ one requires the Visual Studio 2015 runtimes for x32.
    You need the latest 7zip to decompress them, otherwise you may get funky errors like getting a password request when decompressing (no, they’re not password protected: update your 7zip).
    If anyone tries them, even under older systems and they do work, let me know (if under Windows 10, please post what you did :P).
    For the sake of argument, I tried using _inmm…as expected it drops on its head when Sote calls “MCI_Close” (which is quite often ¬¬)…and it doesn’t provide music even before getting closed (that one I know works under Windows 10 marvelously…at least usually: tested with Mageslayer, Take no prisoners and Turok 1).
    I also can offer two alternatives:
    -The latest PCEM includes Voodoo emulation, the video looks and works mostly fine…problem is the audio, specifically CD audio: it can and will skip at times or jitter (perhaps that’s better than what we have right now, though)
    -Vmware Workstation (or Player): despite what someone said above…it now offers 3D acceleration, and it does work…to a certain degree: you can look at the stages :P (That problem’s due to Sote’s it seems piss poor programming all around). I’ll try using the installer provided in this page with the Wine fix (dgVoodoo 2 won’t work under XP). I’ll also try the same thing under VirtualBox (that one currently holds some kind of crown: it’s the only method I know to get Vigilance working…and working fine, even better than on systems it was designed to run on, with nGlide). These 3 solutions require something not everyone has: a copy and license of Windows 95 or 98 for PCEM and same stuff for Windows XP for both virtualized solutions (oh…and in PCEM’s case…a shitload of patience).

    • BuckoA51 says:

      Well, thanks at least for going to all that trouble. I tried PCEM recently myself but found it really slow, even on a i7 4ghz machine.

      (Links in user comments are visited at your own risk)

  18. Bloodbat says:

    After not being satisfied with any of the solutions I posted above…I decided to go back as far as I could with the winmm fixed tree…finally, here’s a version that *works* under Windows 10. It *probably* works under older Windows versions as well.
    Enjoy! :)

  19. Tommo says:

    So I’m using Windows 7 and I’ve got the game to “work” but, although the menus are fine, the cutscenes are distorted I can only open the battle on Hoth because when I’m in it, I can see all the snow and fly around and shoot but can’t actually see my ship or the drones I’m mean to hit except on radar. Any ideas of what’s wrong and how I can solve it?

  20. Qzack says:

    Bloodbat, a 1000 thanks for fixing the music but I have another issue. I cannot get the voodoo setup to work with the game anymore. I tried to copy in the dll files to the sdata directory and the root but the game launcher will not pick it up. I only get Wine. If I delete the wine dll files from the game directory, it refuses to launch. I can use the original setup launcher but the game won’t start at all, it says my cd is not in the drive, which it is.

    The game also runs at a super fast speed, too fast to play which is why I want to run the voodoo setup, that slowed things down for me so the game was at least enjoyable.

    Thanks for all the work put into this. I would much rather play this port than my N64 one.

  21. Bloodbat says:

    @Tommo: try dgVoodoo, I posted something here above about it.
    @Qzack: I’m guessing it used to run fine before with dgVoodoo2?
    Check both folders again for both d3dimm.dll and ddraw.dll, also, check dgVoodoo setup for something you may have inadvertently changed…if you recently updated video card drivers (AMD just updated theirs) those may have break dgVoodoo, I can’t test that: I have an nVidia card.
    dgVoodoo was recently updated, I just checked the game with this new version, it works fine in my setup, maybe try that new version? If nothing can be done about it, you can open Bucko’s installer with…say…7zip and restore the missing wine dlls to get a functional game.

    • Tommo says:

      Thanks mate. I can see a bit of change.

      • TimmyP says:

        Just install with the installer. Get the music fix from a few posts up. Install DXGL and set option “group by color depth” for shadows.exe. Done. Everything is perfect: fog, fsaa, framerate, no missing geometry/textures. Easiest method to get it 100 percent.

        You can uninstall DXGL if you make sure the ddraw.dll that DXGL makes stays in the Sdata directory.

  22. Qzack says:

    That was the fix. Thank you. I renamed the file as you suggested and my game is running under voodoo and with a perfect frame rate.

    I have an Nvidia card like you so no AMD on my system. Thank you for the advice. I now have Shadows running with perfect graphics and full music. I had to rename my music tracks as the music in game wasn’t playing in the order or on the right levels at the right time. I found out that the game likes to start on track 2 instead of track one and work it’s way down. Playing the N64 version enough times in the past, I know how the music is suppose to sound on the levels as they play.

    I took notes on my setup so if I ever have to reload the game I know how to fix it to get it to run on my system. I just got through playing up to the junk yard level with no issues, thanks again for the help.

  23. TimmyP says:

    DXGL was hassle free for me and gave me back fog on a Geforce 970 in windows 10 x64 for the record.

  24. GamingTV says:

    staff Hello, I’m running this game on the operating system Windows 10 64-bit, play songs the are not working, I have done the whole process of converting the tracks to OGG format, renamed all as shown here, but not the music works in game, does anyone know if there is any way to play the songs in the game? Thank you .

  25. Jfro says:

    I am running windows 10 and when I try to open the fixed version nothing happens at all, like there is nothing to open -.-

  26. AK47 says:

    The GOG version works on Win 7 and Win 10 without all the hassle above.

    • TheSeeker says:

      It works flawlessly on my Windows 10 x64 laptop. Nothing else worked, but this.
      Cheers, mate!

      • TimmyP says:

        Yeah just remember, the GoG version exists, because of the fix above (It just conveniently comes out a couple weeks after this was done? I guess it could be coincidence).

  27. Jasper Ted Vidal Tale says:

    The Fixed EXE Wont Work And Its Not Responding On Windows 7 Ultimate 64-Bit

  28. MD says:

    Your replacement installer and the DXWND method do not work one Windows 10. Please update this program to fix these issues.

Leave a Reply to AK47 Cancel reply

Latest comments