Found this on a forum that perahps might help some for you, as it is a very strange problem i post anything that might help you, remember to bakup anything you change here, hopes this help Quote: Originally Posted by TurkeyStyle This is for OpenMindedWorld: You should add this to the tweak list, as it's been helping a lot of us with beefy systems but poor performance. It sets custom memory allocation values. I've gained about 10fps in towns where they used to drop as low as 15fps. It's now playable. These lines need to be added to the Skyrim.ini file in the [Papyrus] section: [Papyrus] iMinMemoryPageSize=100000 iMaxMemoryPageSize=5000000 iMaxAllocatedMemoryBytes=1800000000 Seriously, this helped more than any custom Skyrimprefs.ini or d3d9.dll ever did. Also, like in Oblivion and Fallout 3/NV, if you change the Skyrim.ini variable uExterior Cell Buffer to a 2x multiple higher than the default (36), you get better draw distance as far as detailed objects/terrain goes. I have it set to 72, and it worked at 144. was: uExterior Cell Buffer=36 now: uExterior Cell Buffer=72 This has very little FPS hit on my GTX470. Something to maybe add too, but the memory allocation was a massive improvement.