Open up the fallout.ini file in: My Documents\My Games\Fallout3 I haven't had it freeze once since I did this several days ago. You can force the game to only use two of them and it will stop the freezing. The game engine has some issues with processors that have more than 2 cores. Please Note: Even though this was written with Fallout 3 in mind, it also works for Fallout New Vegas. If you have a multi-core machine, you may want to try these instructions: Fallout 3 (and New Vegas): Video/Display Freezes, sound keeps going