1st of all, your CPU is definitely a bottleneck. I recommend upgrading to a Sandy Bridge system (i5 2xxx, i7 2xxx), considering that Skyrim is quite CPU heavy, but not so heavy on the GPU part. Tools like SkyBoost and TESV Acceleration Layer really help a lot, depending on how strong your CPU is. Skyrim unfortunately is both CPU-limited, AND doesnt fully utilize all of the CPU cores if you've got a quad core. Your 5850 is just fine, the only thing holding it back is the VRam maybe. I recommend using tools like GPU-Z or AMD system monitor to check VRam and GPU usage. If you notice your Vram going all the way up to 1024 (I've seen that happen many times on my GF GTX 560 ti card), then 2 GB would help a little. As for the 6970, if you can find it at a good price, then get it, otherwise you could try getting a 6950 2 GB and hack-update it to a 6970 through BIOS update, although this is really advanced stuff, and you'd do that at your own risk. Asus or Gigabyte, it doesnt really matter, since 10 or 20 MHZ in OC doesnt make any difference in game. Just look for the best price, a trusty shop to buy from, and best cooling available. Btw my Asus GTX 560 ti, which has a smaller cooling system than the 6970 you're talking about, but its still the same type of cooler from asus, branded DirectCU II, is a pretty cool card literally, I've never seen it go above 50 degrees Celcius in game, using the stock OC settings. Just saying. As for the stuttering, I've read in many forums that quite a lot of AMD gfx card users experience this, and is unrelated to performance, but is known as a driver issue. AMD has been really slow at fixing these various issues in specific games the past few months comparing to Nvidia, so a driver update may or may not fix this issue. Basically, if you can afford it, I would suggest going for a Sandy Bridge system, otherwise you could get the 6970, its up to you (or your wallet, lol). Good luck, and happy SHOUTING! :biggrin: