Thanks Mikalov
Will chuck OBSE & OSR in tomorrow and see what happens.
I dont think its the footsteps that are causing it, one NPC in a small village somewhere was sat on a chair, when I looked at him, 10 fps drop, when I looked away 10 fps up, weird.
The other thing is, it makes no difference where I set my graphics settings, either in game or in the CCC, I get the exact same thing whether at 2 x AA & 2 x AF or 8 x AA & 8 x AF, apart from the fact that 8 x looks much better, its got me stumped.
Thanks again re OBSE.
Meren.