diff --git a/README.md b/README.md
index d07397b..53d1059 100644
--- a/README.md
+++ b/README.md
@@ -2,7 +2,7 @@
 This repository contains the code for Open Toontown, plus some added features from (at the time of adding) bleeding-edge commits. It is based on the latest version of Disney's Toontown Online (sv1.0.47.38).
 
 # Setup
-After cloning the repository, you will need to clone the [resources](https://github.com/sam-sneed/resources) repository inside the directory where you cloned the source repo.
+After cloning the repository, you will need to clone the [resources](https://github.com/sam-sneed/resources) repository inside the directory where you cloned the source repo, making sure the parent directory of the phase folders (phase_3.5, phase_4, phase_6, etc) is in a subdirectory of the oldschool toontown root folder (ex: C:\cloned-repos\oldschool-toontown, where the "toontown" and "otp" folders are, among others.) called "resources" (so it should be C:\cloned-repos\oldschool-toontown\resources).
 
 Secondly, you would have to install and use a specific version of Panda3D, which includes `libotp` and `libtoontown`.  You can use the prebuilt installers for your operating system here:
 
@@ -50,4 +50,4 @@ How you commit changes is your choice, but please include what you did and a bas
 
 * Estates don't work.
 * Fishing doesn't work.
-* Parties don't work.
\ No newline at end of file
+* Parties don't work.