Hmm... James does all the packaging, so I'm not so sure about this one. Has anyone else had this problem? Does anyone know whats wrong? I don't have any Windows computers anywhere near me, otherwise I'd dig in and play around and try to figure out what the problem is. I know termios is a C extension, and that can be the source of the problem. I don't know anything about Windows XP and permissions but if you don't have administrative access, that could be a problem. In the mean time, you can try installing highline via setup.rb. Just download the zip file from http://rubyforge.org/frs/download.php/4511/highline-0.6.0.zip and type ruby setup.rb in the base directory. This should work without termios / rubygems. I've emailed james and let him know about this, so hopefully he'll post an answer soon. Wish I wasn't so dumb with Windows, but it's been years since I switched to Linux ;)