Ive tried without Aero, but it still happens. It started happening frequently when I installed Skyrim, but has happened previously to Skyrim as well and went away after some time. I'm fully updated and I turn my Norton antivirus off during gaming. What can be doing this? I'm starting to think that the only fix is a reformat, but I really don't want to do that. Is there some program I can run that logs what programs are coming active? That way I can run it while playing the game so it can tell me what program executes when the game minimizes. Would a HighJackThis log help me find the problem? What other suggestions do you have? Could it be a graphics card, CPU or RAM fault?