I absolutely agree with what has been said above. Specifically: Do not try to write out everything an NPC might say. Give them a personality, and know what they might or might not know about, and ad-lib the rest. Voices are fun, but unless you're good at them, don't worry and just use your usual voice. My voices all end up being either Scottish or some kind of weird eastern-Eurpoean, no matter how they start out, so mostly I'm just using my normal voice. The most important thing is just to get across the idea of the character, it doesn't matter how you do it; players are forgiving. And, as GenKitty says, encourage your players to let you know when you've made a mistake by ADMITTING IT when they're right! I hate, hate, hate when a GM is all "I said it so it's true, deal with it." when they're obviously wrong! I make several mistakes a session, and know exactly what she means by "*sigh* Yessssss." As far as prepping the game overall, improvisation is your friend. Come up with scenes, ideas for what might happen, thoughts about how THIS situation interacts with THAT one, and try to be consistent. If you expect your players to do X, it's virtually guaranteed that they'll skip X, ignore Y, think about Z, but then end up doing B instead! Nobody can prepare for every eventuality! The better you know your 'world' and its inhabitants, the better you can prepare ad-lib what happens next. One thing I find helps with this is to go through the story from the point of view of one of the NPCs... They saw this happen, they heard that rumor, the PCs told them about the other, and as a result, their view of the situation is *whatever*. And, at least as far as everybody I've ever played with is concerned... if the GM isn't frustrated, the players are doing something wrong! q;} -Phnord, the Eternally Frustrated GM