Well, I'm not the OP, but I'll give my piece. 1) I have bFloat enabled and the typical shadow tweaks for an ENB to run in my .ini, and the Z-fighting tweaks detailed here: http://wiki.step-project.com/Guide:Z-Fighting. 2) Done and done, I cleaned my mods long before this problem started happening. 3) I don't think this is the problem, as I have only one texture running, and that is SMIM. (Which isn't really a texture at all, I suppose) I suppose running the official high-res texture pack counts, but really, it should be able to handle that. This is similar, I think, to people's inability to leave Solstheim, which is happening in my boyfriend's game as well. I'm about to run the game vanilla and see if the problem still occurs, be back soon. EDIT: I'm back. I ran in and out of Markarth with zero mods (and god was it scary). The game DID NOT freeze. Therefore, I have to conclude that this is mod related. Time to test!