[andrewas]

Gmax I use myself - and I like it far more than Blender. Another free modeller Ive heard good things about is anim8tor, but I've never used it myself. Apparantly its easier to learn, but not quite as powerful as Gmax.

For game engines, there are other alternatives to QII. But QII is the best FPS engine I can think of thats been released freely.

For compilers, you will have trouble running GCC under windows. DJGPP is a port of GCC to windows, so try that instead. The borland command line tools are also a nice windows compiler. And M$ have recently released a free command line compiler which is binary compatable with MSVC++. Most of these come without an IDE, so the Context editor is a worthwhile download.