diff --git a/includes/directory.php b/includes/directory.php
index 45147b1..9f7b62e 100644
--- a/includes/directory.php
+++ b/includes/directory.php
@@ -62,6 +62,10 @@ function pmpro_bp_get_members_in_directory() {
 	}
 
 	$pmpro_levels = pmpro_getAllLevels(true, true);
+	
+	if ( empty( $pmpro_levels ) ) {
+		return array();
+	}
 
 	//see if we should include them in the member directory.
 	$include_levels = array();
diff --git a/readme.txt b/readme.txt
index 28451aa..276c5a3 100644
--- a/readme.txt
+++ b/readme.txt
@@ -2,7 +2,7 @@
 Contributors: strangerstudios, great-h-master
 Tags: paid memberships pro, pmpro, buddypress
 Requires at least: 4
-Tested up to: 5.1.1
+Tested up to: 5.2
 Stable tag: 1.2.3
 
 Manage access to your BuddyPress Community using Paid Memberships Pro
@@ -100,6 +100,7 @@ This plugin also allows you to use the BuddyPress user registration process (in
 == Changelog ==
 
 = 1.2.3 =
+* BUG FIX: Only getting members in directory if membership levels exist.
 * BUG FIX: Now locking down all of BuddyPress when a level's settings are set to use non-member settings and BuddyPress is locked down for non-members.
 * BUG FIX: Fixed issue with admin menu link sometimes pointing to the wrong address.
 * BUG FIX: Hiding friend request and messaging buttons if user doesn't have access.