I have uninstalled/installed everything again and started from scratch, including deleteing all INI files and the Skyrim folder contents. This time I ran FRAPS when I create a new game - and during the intro scene I was getting 5-7 fps. CLosed the game and restarted, then I got 45-50 fps. Played all the way through till I was outside Helgen, saved. THis morning I tried it again, loaded last save, loading screen I watch the FPS go down to 10, again nothing actually loaded on screen yet. Then 5 minutes later it finishes loading and the FPS are at 7. Quit game, relaod saved games, FPS 48. Quit game, reload saved game, long wait FPS 7. Does anyone have any ideas of where to start looking for the problem? EDIT: Believe I have found the culprit. I was using the beta version of nVidia driver, my fault for listening to strangers, and after rolloing back to the latest offical version all my problem went away... so far Thanks Steve