Not to beat a dead horse (or bring it back from the dead for that matter) but after six hours of fussing I've finally, completely fixed my audio stuttering problem. Please note, I have Windows XP. A similar fix should apply to Vista, but I don't know where they stash it. Issue: In-game music played through the Pip-Boy stutters, pops, and sometimes goes entirely quiet or fails to start the next song. This is not the same effect as GNR's reduced broadcasting area. This affects all radio stations that play music (GNR, Enclave, Agatha). This only affects music (voice clips, all other in-game sound, and non-radio music are not affected). Effect is pronounced when first loading a game, when changing areas (especially via fast travel) or when loading large environment objects. Pressing Esc to go to Main Menu, then returning to the game, often fixes it temporarily. Now that we're clear on what the issue is, here's what I did to fix it. ffdshow Do not allow Fallout3.exe to use ffdshow, audio OR video. Option 1, add it to the "do not use" list. Option 2, disable ffdshow by moving the slider all the way to the left. Both options are covered elsewhere in this thread. AC3filter This one has been mentioned in threads on other boards. If you have this installed, either Disable it from working with mp3 audio, or Disable it entirely. Both options are in the "System" tab. [*]If you've seen the AC3filter discussions before, you may have seen suggestions to set it to "Wave Out" This will cause all sorts of stupid sound problems. Voices get quiet instead of radio in dialogue, sound effects are linked to radio volume... it's bad. And now, the actual fix, the one that finally took care of my problem (and it's so simple you may hit yourself). Windows XP Control Panel -> Sounds and Audio Devices -> Volume tab -> Speaker Settings section -> Advanced... -> Performance tab -> Hardware Acceleration -> Basic Don't turn it off, or all sound will end up stuttering! If all sound stutters at Basic, go up to the next level.