I seem to have fixed it using all 4 options -Software emulation -Disable clipping -No Framerate Limit -Avoid page flipping Thought I had tried that already... However, whenever my media player is about to change song, I get MASSIVE fps lag (i.e. I see about 1 frame per second for about 10 seconds). It always did that a bit, but now it's just extreme Also to answer several suggestions/questions: no difference between fullscreen or windowed. Uh? Searched in Catalyst and didn't find anything for that I have SP3 Also, I checked the process manager, and the only thing eating CPU was Continuum... and it was eating A LOT. Even the title screen sometimes eat 30-40% CPU (and I have a dual core, so it basically eats up an entire cpu). Right now it's like 10-15. Maybe it's the menu after playing, or something... I don't even have an animated skin.