@Pretendeavor : Thanks, but I'm using what was a mid-range PC the day Skyrim released. I've already heavily tuned down shadows and run vanilla level textures (with some lower than that, from performance enhancement packs or fixed with DDSopt) on a 1gb card. I'm not running out of VRAM, I have a monitor on 100% of the time I'm playing Skyrim to troubleshoot and watch for that. I only cap VRAM when I'm testing (by running through the air at unnatural speeds to force fast exterior cell changes). I'm even totally stable doing that, I have all the performance and stability mods and tweaks it takes to run Skyrim as well as my system can. Low frames in JK cities is just an issue with my 5 year old graphics card, which was rather nice at that time for the price and has zero issues with vanilla Skyrim. I never drop under 30 frames in the vanilla game, but JK Windhelm can bring me to 18-ish looking in certain directions in certain places. Also, all the flora in question isn't grass, it's all hand placed small trees and shrubbery. Graphically it's not just the shrubbery that's an issue, considering my card, polygons from objects are also an issue, and there are so darn many objects in JK's cities. I like how they look, really, except the Whiterun Flora looking like out of control encroaching overgrowth. Windhelm is cool as heck. It's just not worth the performance hit to me, but what I really loved about the previous REGS cities pack was that there wasn't really a hit at all. I'd kind of thought that low-to-no performance hit was part of the REGS project charter, but maybe that was something I just imagined up. The lack of sewers, though... that hurts me in my soul.