In regards to so called "memory optimisers" and "memory cleaners" please refer to this thread and reconsider. I had a read through the thread but from what I could see there where no scenario like what I found when testing myself. While I understand what was being said by Monty, cleanmem must be interacting with Skyrim in some way that is not intented but for whatever reason, for me, works. Essentially, neither cleanmem or any other tool (including 'pcb') can help if the cell being loaded has enough texture data by itself to push over the 3.1GB limit. This includes even a brand new instance loading a saved game into a location that has too higher memory usage due to large textures. A classic for me was the Ragged Flagon and I in fact used that area for trimming down textures so the area could load. From a new instance , loading a save outside the Thieves Guild, if I went from Riften into the cistern then ran to the Flagon, guaranteed ILS's. If I went from Riften into the cistern, waited for cleanmem to run (as above, every 2 min) then into the Flaggon, no issues. I have repeated this test in many different locations (including running overland outside) with the same result, as long as there is sufficient memory free (the variable reported by Skyrim Performance Monitor) when new data has finished loading, no CTD (overland) or ILS (fast travel or exterior/interior etc) To reitterate, turning on/off textures is not a valid test if when the high res textures being used cause the cell being loaded to go over 3.1GB even if that cell is the first cell being loaded (i.e. the first loading of a saved game in a new instance of Skyrim). Nothing will help in that case other than reducing the texture load.