Part of me wants to blame the game, and I think there might be some issue going on since I obviously meet the recommended specs, but lets face it, my computers over a year old now and it might be time for an upgrade. If I am going to upgrade I am going to do it right: I want to put the settings on max or near max and still get a good FPS. Have any of you done this, and what is your rig (and if you don't mind, how much would it normally cost/how much did you pay for it?) You're specs are fine. If it's lagging every few seconds I would guess it's your HDD that's doing it. A big open world game like Skyrim is constantly pulling data off the HDD. If your HDD is quite full or needs a defrag you'll get lag spikes when the HDD can't keep up. I noticed this a lot in Oblivion. My CPU/RAM/GPU were more than a match for maximum settings with texture mods but I got lag all the time. It was my HDD. It couldn't push the textures to the GPU fast enough.