diff --git a/README.md b/README.md
index 4b4e667f..b23946fa 100644
--- a/README.md
+++ b/README.md
@@ -1,16 +1,18 @@
 # [opsu!](http://itdelatrisu.github.io/opsu/)
-**opsu!** is an unofficial open-source client for [osu!](https://osu.ppy.sh/),
-a rhythm game based on popular commercial games such as *Ouendan* and
-*Elite Beat Agents*.  It is written in Java using [Slick2D](http://slick.ninjacave.com/)
-and [LWJGL](http://lwjgl.org/), wrappers around the OpenGL and OpenAL libraries.
+**opsu!** is an unofficial open-source client for the rhythm game
+[osu!](https://osu.ppy.sh/).  It is written in Java using
+[Slick2D](http://slick.ninjacave.com/) and  [LWJGL](http://lwjgl.org/),
+wrappers around the OpenGL and OpenAL libraries.
 
-opsu! runs on Windows, OS X, and Linux platforms. A [libGDX port](https://github.com/fluddokt/opsu)
-additionally supports Android devices.
+opsu! runs on Windows, OS X, and Linux platforms.
+A [libGDX port](https://github.com/fluddokt/opsu) additionally supports Android
+devices.
 
 ## Getting Started
 Precompiled binaries for opsu! can be found on the
 [releases](https://github.com/itdelatrisu/opsu/releases) page, with the latest
-builds at the top.  APK releases can be found [here](https://github.com/fluddokt/opsu/releases).
+builds at the top.  APK releases can be found
+[here](https://github.com/fluddokt/opsu/releases).
 
 ### Java Setup
 The Java Runtime Environment (JRE) must be installed in order to run opsu!.
@@ -19,24 +21,46 @@ The download page is located [here](https://www.java.com/en/download/).
 ### Beatmaps
 opsu! requires beatmaps to run, which are available for download on the
 [osu! website](https://osu.ppy.sh/p/beatmaplist) and mirror sites such as
-[osu!Mirror](https://osu.yas-online.net/) or [Bloodcat](http://bloodcat.com/osu/).
+[osu!Mirror](https://osu.yas-online.net/) and [Bloodcat](http://bloodcat.com/osu/).
 Beatmaps can also be downloaded directly through opsu! in the downloads menu.
 
-If osu! is already installed, this application will attempt to load songs
-directly from the osu! program folder.  Otherwise, place songs in the generated
-`Songs` folder or set the `BeatmapDirectory` value in the generated
-configuration file to the path of the root song directory.
+If osu! is already installed, this application will attempt to load beatmaps
+directly from the osu! program folder.  Otherwise, place beatmaps in the
+generated `Songs` folder or set the "BeatmapDirectory" value in the generated
+configuration file to the path of the root beatmap directory.
 
 Note that beatmaps are typically delivered as OSZ files.  These can be extracted
 with any ZIP tool, and opsu! will automatically extract them into the songs
 folder if placed in the `SongPacks` directory.
 
 ### First Run
-The `Music Offset` value will likely need to be adjusted when playing for the
+The "Music Offset" value will likely need to be adjusted when playing for the
 first time, or whenever hit objects are out of sync with the music.  This and
 other game options can be accessed by clicking the "Other Options" button in
 the song menu.
 
+### Directory Structure
+The following files and folders will be created by opsu! as needed:
+* `.opsu.cfg`: The configuration file.  Most (but not all) of the settings can
+  be changed through the options menu.
+* `.opsu.db`: The beatmap cache database.
+* `.opsu_scores.db`: The scores database.
+* `Songs/`: The beatmap directory (not used if an osu! installation is detected).
+  The parser searches all of its subdirectories for .osu files to load.
+* `SongPacks/`: The beatmap pack directory.  The unpacker extracts all .osz
+  files within this directory to the beatmap directory.
+* `Skins/`: The skins directory.  Each skin must be placed in a folder within
+  this directory.  Any game resource (in `res/`) can be skinned by placing a
+  file with the same name in a skin folder.  Skins can be selected in the
+  options menu.
+* `Screenshots/`: The screenshot directory. Screenshots can be taken by
+  pressing the F12 key.
+* `Replays/`: The replay directory.  Replays of each completed game are saved
+  as .osr files, and can be viewed at a later time or shared with others.
+* `ReplayImport/`: The replay import directory.  The importer moves all .osr
+  files within this directory to the replay directory and saves the scores in
+  the scores database.  Replays can be imported from osu! as well as opsu!.
+
 ## Building
 opsu! is distributed as both a [Maven](https://maven.apache.org/) and
 [Gradle](https://gradle.org/) project.