Basically this:

Install Oblivion, Shivering Isles, 1.2 patch, OBMM, then I add QTP3, Alternative start, OOO 1.32 then patch it to 1.33 (using the .exe), I boot up, and half the people have the "!" on them which I assume means missing mesh.

Anyone know any way to fix this? I'm going to go ahead and try to do a fresh reinstall again, and hope it works this time around.

Thanks,
TJ

EDIT: I assume it's OOO because I turned it off via OBMM and I didn't see any of the !'s.

EDIT: Well I think I found the issue. I was downloading/installing OOO patch's and not the full base install that's ~410mb, so a herp derp moment on my part.

Did you install OOO 1.3? (should be about 400 mb)

Edit: I saw your second edit.