Setting up Basilisk II for Windows

(updated November 2, 2020)

(You can also set up Basilisk II for OSX/macOS or Basilisk II for Linux)

Upgrading from a Basilisk II build from before 22-09-2020

If you are upgrading from an old version of Basilisk II, the best thing to do is to download all files into a new folder and make a fresh start (but you can still use your old disk image and ROM). Most dll (application extensions) files included are needed to run the GUI. The number of dll files may be a bit overwhelming, but the up-side is that it is no longer necessary to install the GTK development kit to run the GUI.

If you kept your Rom file and hard disk image(s) in the old Basilisk II folder, copy them into the new folder. If they are outside your old Basilisk II folder, leave them where they are now.

Next, run the GUI, point to the required Rom and disks in the new folder (or where you kept them outside of the old folder) and adjust the other GUI settings to match what you had before. You can then run Basilisk II.

If everything is OK, you can remove the old folder and its content. If you had the GTK development kit installed to run the old GUI, and it is not used for any other program you have installed, you can remove it too.


Basilisk II emulates up to a 68040 Macintosh. You can install up to Mac OS 8.1 in the emulated machine.

There are two ways to get started with the emulator - installing MacOS 8.1, or System 7.5.3. This guide begins by describing how to get started with MacOS 8.1, which is a much faster and easier way to get started. Scroll down for instructions for System 7.5.3.

OPTION ONE: Installing MacOS 8.1 from CD or CD image

To setup Basilisk II and install MacOS 8.1, you need to prepare a few things:

  • Basilisk II itself. I recommend using the most recent release.
  • A valid ROM file. You can get this from your old Macintosh computer as described here, or you can find one online: Search for the redundant robot sheepshaver tutorial site and download the performa rom.
  • A copy of MacOS 8.1. You could use a physical CD, or a CD image. We don't link to them directly, but images are available online. The Internet Archive probably has a few. These will likely be in the form of an .ISO or a .TOAST file. Both should work, but I have had better luck with .ISO files.
  • Note that some CD images available online are not bootable and you might just get a blinking disk image. If you get one of those, just try another. In addition, you must right click your disk image in Windows, select “properties” and make the image read-only.

Getting Started

Download and expand Basilisk II. There is no installation program to run.

If you are using a physical CD, insert the CD and run “BasiliskIIGUI.exe.” Select “Boot From CD-ROM.” Make sure the CD-ROM drive has the correct letter.

If you are using a CD image, click “Add…” and then select the image.

Note: If you are using a CD image, make sure the image has been set as “read-only” in Windows (see above). This will solve the “The system software on the startup disk only functions if on the original media, not if copied to another drive” error when attempting to boot.

Next, click “Create…” to create a hard disk image that MacOS will be installed to. Give it a size no larger than 2000 MB. If you need more space, create more disks. Hit “Ok.”

The CD image and the new hard disk image should now be listed in the tab. See figure 1, below.

Figure 1: A CD image and a hard disk image are listed

Adjusting GUI Settings

We'll adjust a few GUI settings to ensure you can install the OS. You can experiment with these settings later.

In the “Volumes” tab check “Enable My Computer…”. This will allow you to copy files directly from the host system.

Switch to the “Graphics/Sound” tab and select a Window Refresh Rate of “60 Hz”. This will ensure smoother mouse movements. Select a width of 800 and a height of 600.

Switch to the “Memory/Misc” tab. Select 64 MB of MacOS RAM. Select a Mac Model ID of “Quadra 900.” This model must be selected to install MacOS 8.1. Set CPU type to 68040. Also in this tab, check the box to “ignore illegal memory accesses.”

Switch to the “Memory/Misc” tab and select the ROM file you downloaded earlier.

Switch to “JIT Compiler” and uncheck “Enable JIT compiler”. This feature makes the emulator perform faster on older systems, but makes it somewhat unstable. On modern systems, this speed improvement is unnecessary.

Installing MacOS 8.1

Hit “Start” to launch the emulator.

You will first be asked to initialize the hard disk image you made. Give it a name and select “initialize.” See figure two, below.

Figure 2: Initialize the Drive

You should see an icon named something like “Install MacOS 8.1.” Run that to start the installation. Follow the instructions on screen. I suggest that you install the default software. You probably don't need to customize the installation right now. If you need something else from the CD, you can install it later. Hit “Quit” when the installation is finished.

Potential issue: If you followed the above instructions but get an image of a floppy disk with a question mark, your CD image is not bootable. Try another one.

Figure 3: The Install Screen

When the installation is finished shut down the emulated computer (special –> shutdown). Run “BasiliskIIGUI.exe” and remove the CD image. If you have been using a physical CD, remove that and switch to “Boot from Any”. Start the emulator.

The MacOS Setup Assistant will run. You can configure the given settings, but the emulator will freeze if you attempt to configure network settings. Shut down the assistant at that point.

You are now finished setting up the emulator.

Potential Issue: If you customized the installation you may get an error related to the “A/ROSE” extension. In that case, reboot while holding the “shift” key and manually delete that extension.

Figure 4: A Fresh Install of MacOS 8.1

Stuffit Expander and Other Software

You should install Stuffit Expander so that you can download and install applications in your emulators. Download this hard disk image containing the Stuffit Installer. After downloading the disk, add it to the volumes list.

I've written a few other guides for Basilisk II. You might want to read about getting online, or about some good software for the emulated 68K Macintosh. Check out the articles page for other ideas.

OPTION TWO: Installing System 7.5.3 from floppy disk images

Installing System 7.5.3 (which can be updated to 7.5.5) is more time consuming. Here is what you will need to download:

  • Basilisk II itself. I recommend using the most recent release.
  • You will need a valid ROM file. You can get this from your old Macintosh computer as described here, or you can find one online. We don't link directly to ROM images, but the Internet Archive does have a big collection you can check out. ROMs from Quadra and Performa machines work best.
  • A System 7 Boot Disk. Extract this to your Basilisk II directory before you begin.
  • The System 7.5.3 software, which is provided on a hard disk image you can mount in Basilisk II.

Getting Started

Download the files above. Extract Basilisk II.

Run the Basilisk II GUI. In the “Volumes” tab, click “Add…” and select the System 7 boot disk image. Repeat the process to add the disk image containing the System 7 installer parts.

Next, hit “Create…” and create a new disk image of about 100 MB, on which you will soon install System 7. I named mine “System753.dsk”. This will be automatically mounted after you create it.

With all three images mounted, the tab will look something like figure 1, below.

Figure 1: Three disk images mounted in the Basilisk II GUI

In the same tab, check to enable the “My Computer” icon so that you can easily access files stored on your host system (Windows).

Switch to the “Memory/Misc” tab. Click “browse” and select your ROM file. To boot the boot disk from this guide, the Mac Model ID should be set to “MacIIci (MacOS 7.x).“ You can change this later if needed.

Switch to the “JIT Compiler” tab. Deselect “Enable JIT Compiler”. The JIT compiler might improve performance on very old host systems, but it is not needed on modern systems, and can also cause the emulator to crash frequently.

For smoother mouse movements, I recommend selecting “Dynamic” Window refresh rate in the “Graphics/Sound” tab. You might also wish to adjust the width and height of your screen in that tab.

Installing System 7

Click “Start” to run the emulator. You may get an error related to “the selected AppleTalk connection.” Ignore it.

You will be asked to initialize the disk you created earlier. Follow the instructions to “erase” the data and give it a name. I named mine “System753.”

After that, if your emulated Macintosh has booted successfully, it should look a bit like figure 2, below.

Figure 2: The Macintosh desktop after booting the System 7 boot disk

Now we are going to install System 7.5.3. Open the drive containing the System 7 installer parts and locate the file called “System 7.5.3 01of19.smi.” That file should be easy to find - it's got color.

You can now install System 7.5.3 in several easy steps:

  • One: Double click on “System 7.5.3 01of19.smi” to get started. Click to agree to the terms and wait for the files to verify.
  • Two: A disk icon named “Sys7.5 V7.5.3 CD Inst” will have appeared on the desktop (see figure five). Double click this icon. In the folder that opens, there will be an icon named “Installer.” Double click this icon. Press “continue” in the dialog box that appears to begin installation.
  • Three: Follow the on-screen instructions to Proceed with the default “Easy Install” without any customization.
  • Four: Make sure that the “destination disk” is the disk that you created earlier and not the boot disk. Click “switch disk” if necessary (see figure six).
  • Five: Click “Install.” Click “Quit” when the installation finishes

Figure 3: Proceed with an Easy Install

Booting System 7.5.3

Congratulations, you have installed System 7.5.3! But there are a couple things you have to do before you can boot the OS. First, shut down the emulated Mac (click “Special” and “Shutdown”). Now, run the Basilisk II GUI again. In the volumes tab you must remove the System 7 boot disk, and the disk containing the system 7 install parts. This will leave only the disk that you installed the operating system on. Click “start” to run the emulator again, booting from your fresh install of System 7.5.3.

Note that the System 7 installation files contain additional system software you might want to install at a later time, so you should retain that disk image for future use.

Figure 4: System 7.5.3. Note the “This PC” icon you can use to access files on the host system.

What else?

You should install Stuffit Expander so that you can download and install applications in your emulators. Download this hard disk image containing the Stuffit Installation program. After downloading the disk, add it to the volumes list.

You may also want to update to System 7.5.5. The update process is very simple. You can get the update here. Download that file to Windows and drag it into your disk image via the “This PC” icon (sometimes called “My Computer”). Run the installer.

I've written a few other guides for Basilisk II. You might want to read about getting online, or about some good software for the emulated 68K Macintosh. Check out the articles page for other guides.

Start-up Sound

When you place a wav file called “startup.wav” in the Basilisk folder, it will be played at start-up.

64-bit Windows compatibility

NOTE: Basilisk II builds from 22-09-2020 and beyond support reading and booting from real CDs in 64-bit Windows.
NOTE: Basilisk II supports networking over a TAP device in Windows.

For users of builds from before 22-09-2020: Both the cdenable.sys driver and the basilisk ethernet driver will not work in 64-bit Windows versions. Therefore you can't access cd-roms and can't make appletalk work on these windows versions. You can, however, make .iso images of your cd roms and add them to the volumes list in the BasiliskII GUI. For internet access you can use the “slirp” option. You can place the cdenable.sys driver in the \Windows\SysWOW64\drivers folder to get rid of the (faulty) error reported about not being able to find the driver in the \windows\system32\drivers folder. The currently available experimental 64-bit GTK package has not been tested with BasiliskII.


We're all done! For more help you should check out our Macintosh Emulation Forum. Big thanks to Gwenole Beauchesne for developing JIT Basilisk II. Additional thanks to Marc Hoffman for his work documenting Basilisk II more than 20 years ago.

basilisk_ii_setup.txt · Last modified: 2024/05/26 09:07