QUOTE(PaleBoy @ Jun 17 2008, 08:21 PM)

all i did was uninstall the game and reinstall it with no mods, only QTP and the latest official patch. and yes it can handle it, i had it running on that smoothly before i tried using QTP.
EDIT: ok i uninstalled and reinstalled again and played with just the retail, no mods nothing and the problem is still there...so now im even more confused. im trying a 3rd time and deleted all traces of oblivion from my comp in the hopes that will help.
It is because the uninstall don't remove the files mods placed in the /data structure folder. Not only this, but it don't recreate the Oblivion.ini in C:\Mydocuments\.....\Oblivion if it finds one already there.
So, to reinstall correctly you need remove that \oblivion folder and the one in c:\my documents\.....
Better saying ... uninstall the game ... remove the remaining folders and so install again.
And only so, reinstall the mods.
There is a way to preserve this /data when the problem is the game itself, like when patching it... but in your case the better is just completely cleaning all folders.