Musky; I'm going to write out what I did; using pieces from XDA. A lot of the pages I would link to you are fairly confusing and bloated. This will pretty much tell you what to do from start to finish; if you have questions, let me know. Downloads - You need to download these files to your computer. Root File (download "Root Debug FS.7z") - https://www.dropbox.com/sh/1aksh2bikfsne43/wmpWRj7Und Clean ROM 4.5 for Galaxy S3 - http://www.scottsroms.com/downloads.php?do=file&id=284&act=down&actionhash=guest Pre-Requisite Backup all your files on your phone--everything--we are going to purge your phone! Also, you NEED TO COPY the Clean ROM 4.5 zip file to your phone. Do not extract the .ZIP file; copy the whole ~800mb file to your phone's internal memory. Step 1 - Root Your Phone Download 7zip file; extract the "Root Debug FS.7z" to your desktop. Plug in your Galaxy S3 to your computer. Run the "RootDebugfs.bat" located where you extracted the above zip file. The batch file is going to ask you a series of questions; just press "Y" for Yes. The phone will reboot numerous times--the bat file will tell you when the last reboot occurs. Step 2 - Unlock the Bootloader Open Google Play Store and download "VZW GS3 EZ-Unlock (Bootloader)" Open the application once it installs; click the "Unlock" button Your bootloader is now unlocked and we can flash the TWRP Recovery console to your phone. Step 3 - Install GooManager and TWRP Recovery Open Google Play Store and download "GooManager" Open the application once it installs. Grant Superuser when it asks. Click your menu button on your phone (button left of the home button). Click "Install OpenRecoveryScript" You will be prompted to click Yes, then a page will show up with a countdown. Keep the phone awake and watch it--it will go through the install and then tell you it's complete. TWRP is now installed. You can verify this by clicking the "Reboot Recovery" line in GooManager. Your phone should reboot and show TWRP. Step 4 - Factory Reset and Install CleanROM 4.5 Now that TWRP is showing; we will go through the menu items. Factory Wipe Phone -- this is important to ensure no issues Click on "Wipe". Click on "Factory Reset". Swipe to Wipe (indicated on bottom of screen). Once complete; you want to hit the back button and get to the main menu. Install CleanROM 4.5 Click on "Install". Scroll to the bottom of the list. Select "CleanROM 4.5.zip" Swipe to Install (indicated on bottom of screen). You are now installing CleanROM 4.5; it will launch the Aroma installer which allows you to select what components you want in the CleanROM. This helps you pick and chose what you want, removes unnecessary bloatware from the phone. Good luck -- this is exactly how I did my installation of CleanROM 4.5 If you have questions or run into issues; feel free to ask. Note: I take no responsibility if you screw up your phone. These instructions are provided as-is.