DigitalVixen, I know you posted this YEARS ago, but THANKS! This got me up and running almost perfectly. Had to add small amounts of MB, to get things right, on the, defaultHeapInitialAllocMB line. I have it set to 950, on the SKSE.ini. So Block1 is at, 694. I played for over a hour before I exited out of Skyrim. I then checked the Memory log, and I only used up to, 657. Great! Had it not been for you mentioning to set the, ExpandSystemMemoryX64 to false, I would have still being trying to figure out what is going wrong. Again, thanks a bunch!