Vagrant0. This sounds very familiar! And… Did we not have a lot of this in the new now old oblivion days? Certainly I remember it with Morrowind. What was happening then, especially with Morrowind, was that the game was eating up monstrous portions of CPU time. In order to compensate, the computer would start dropping lower-level tasks. When the sound started to go, I just saved my game rebooted the computer and started up where I left off. Oblivion was not quite as processor intensive as Morrowind, but if I was in game for a long period of time, once again, the sound would begin to fade. It became a sort of ghost in the machine reminder, that anything over two hours in game, the sound would begin to fade again. Please correct me if I am wrong but I believe that in Skyrim, Bethesda is still using the same game engine, even if it is updated that caused these problems before! I agree with my old friend Dark Warrior, especially in his first paragraph. Perhaps the hardware has changed, or even the game engine, and those old problems are not coming back to haunt us. Still, you could look into dropping a few mods and/or other things to see if reducing the load on Skyrim makes a difference. I really could be lost at sea here, and you would most certainly be my honored guest in correcting me. Storm Raven :cool: