I tried turning the detail to very low with no success. I can understand your reasoning, but I do not see how the game could utilize more then my CPU can supply. My video card is a 64 MB, GeForce 2. It is a wierd occurance. When nothing is moving, the sound is fine but when I run/walk or listening closely, even if an enemie moves (in game motion) causes the sound to falter. thanks again for the reply.