Going to go out on a limb here and share a couple of links to an article I wrote for the Nexus sites on the issues and a video I put on Youtube showing the problem.

I am doing this specifically out of hopes that gamesas will acknowledge the issue and make FO3 Win 7 compatible. This title isn't old enough to be forgotten just yet. So without further ado here is the Nexus Article in full, reference links at the bottom and the Youtube Link showing the memory leak in action.

If the moderators feel I have violated the terms and conditions of the forums by posting this information, you have my apologies in advance.

Fallout 3 and Windows 7 64 Bit - Gigantic Memory Leak Issues - Bethesda "Fallout 3 is not supported under Windows 7"

Well if you haven't been living under a rock for the last year, you might have noticed that Microsoft updated from Windows Vista to Windows 7 with a rather interesting amount of alacrity that probably derived from Vista's mixed reviews and bad track record with users.

So regardless in a massive campaign to rebuild their consumer confidence not only was Win 7 released but it was also added as a free upgrade to people who'd held out on upgrading to Vista prior to the news of Win 7, so if you bought Vista you'd get Win 7 free when it released. As you can imagine a lot of people bought Vista at that point and while Vista SP2 wasn't all that bad I think most would agree Win 7 is much better.

Then we come to gaming and we seem to hit a bit of a brick wall in regards to Fallout 3. Just recently on October 19th, 2010, Bethesda Games and Obsidian Entertainment released Fallout: New Vegas, once again bringing back the Wasteland to the public in a new and fun story set in the old familiar west coast areas of the Fallout genre apocalypse. And this was largely good, other than the need for several quick patches to make the game work correctly once they got to patch 1.2.0.285 the game worked largely on all systems that met its system specifications and we went on with our lives.

Then there's those of us that fondly remembered that we really liked Fallout 3 as well so we reinstalled it because maybe we wanted to play it again or go try out the DLC's we sort of ignored because we were busy doing other things.

Well, sorry to dash your hopes but if you're on Win 7 64 Bit there's no amount of ini tweaking/compatibility mode running in the world that's going to save you from this.

This is a link to a Youtube video, the video for the game play is highly degraded because I'm screen capturing my entire screen to show the pervasive and astounding amounts of memory FO3 is chewing up as I attempt to make my way from Megaton to the Arlington National Library.

http://www.youtube.com/watch?v=s0Q1l07AmKY

As you can see it goes from 750mb of memory on load to a whopping 1.5GB of memory on crash, all in 12 minutes and 40 seconds of play.

Now I'm running a fairly modest amount of mods. BoG and Breeze for body replacers. Tailor Maid cause who doesn't love that stuff. And then Book of Earache for a weapon replacer. The mod footprint isn't really that large, here is my current load order.



As you can see I'm even running a merged patch to attempt to reduce conflicts and problems and it is all for nothing because the game with mods, or without mods refuses to do anything but chew through memory on Win 7 64 Bit til the game crashes. I've reproduced this memory leak on a fresh install running nothing but stock Fallout esm's and bsa's for the DLC.

Now the reason the game crashes is fairly simple if you're running a fairly competent system you've probably got something around what I have.

I am running the following hardware:
Intel Core 2 Duo Quad 2.4ghz
4GB Corsair DDR2 RAM
Geforce 470 GTX

Not top of the line but grossly in excess of the requirements for running Fallout 3, and in fact, Fallout 3 ran just great on my P4HT 3.2ghz Windows XP SP3 computer with 2GB of RAM and a Geforce 8600 GT card, so whats the majority difference here? The hardware that is currently in use all exceeds the recommended spec's. But the game eats memory like candy.

I've been going through the support process for this with Bethesda's tech support to find no real answers there other than the definitive statement that the game is not supported under Windows 7 because the game was released before Windows 7 was released.

I'm sure glad I bought that Fallout 3 preorder CE way back in the day, I'm sure glad I bought all that DLC and a Steam DDE edition of FO3 too because the disc for my CE had gotten lost. Only to find that a couple years later the title is now effectively "Abandonware" in Bethesda's eyes if god forbid someone upgraded their OS in the time intervening between 2008 and 2010.

Now I'm not unreasonable I don't expect Bethesda or Obsidian to make the original Fallout compatible with Windows 7 64 Bit by default(but sadly enough I do have the original Fallout installed and it works just FINE on Windows 7 64 Bit as long as I use Windows 95 Compatibility mode when running it) I mean lets face it that was ages ago....but Fallout 3 is all of around two years old, and they refuse to support it because Windows 7 was released after FO3 was?

This is ridiculous and if you just happen to Google "Fallout 3 freezes" you'll see there are hundreds of thousands of results of people asking literally everywhere how to fix this problem. There are a billion offers of potential "tweaks and fixes" the user can do themselves to make the game work but the simple facts are that any game that rampantly consumes enough memory to cause the OS to shut it down because the OS has memory priority and sets aside 1.3GB for itself, if an application hits 1.5GB or more, if you've got 4GB of memory, you're suddenly OUT OF MEMORY.

So whats the solution? Everyone upgrades to 16GB of memory to delay this memory monster from crashing their games on a game released in 2008 that needed at most 2GB to run....or....Bethesda gets enough negative feedback from its fan base to actually patch Fallout 3 up to FO:NV's compatibility standards?

Personally I believe the patch is the responsibility of Zenimax Media and Bethesda Software, to ensure the products they sold continue to work for a reasonable about of time, and I don't think a 2 year life span for Fallout 3 is a realistic time span seeing as I can load up Mass Effect, the original 2002 edition, right now, and play it, with absolutely no problems on the exact same machine and I don't even have to go through all the malarkey of tweaking ini files and running the executable in compatibility mode.

This isn't a fact that FO3 doesn't work under a Win 7 64 Bit environment...it does work, it runs smooth as a babies ass in that environment, other than the memory monster which is chewing through so much physical memory its blatantly obvious the program itself has a gigantic memory leak in the Win 7 64 Bit Environment and that is the cause of the crashes and freezes. Nothing more, nothing less. The CPU and OS take memory priority and FO3 shuts down because its using way too much.

I don't know about you, but I'm pretty hacked off about this and I think anyone else affected by it should be too.

I feel especially sorry for all the people that went back and bought the FO3 GOTY after getting FO:NV only to get screwed by this major flaw in running FO3 under Windows 7 64 Bit.

Like 64 Bit operating systems are all that "fringe" any more. Seriously.

Step up Bethesda and support your products. You can't leave FO3 and all its DLCs in the dust and expect people to just accept this memory leak as an acceptable excuse for "non-support" of Windows 7 64 Bit. Windows 7 isn't the problem its the FO3 executable chewing through memory like candy. Especially when FO:NV on the exact same engine with some slight adjustments has allowed it to run just fine under the exact same environment. Its the same engine for Christs sake. How hard is it to draw a straight line from B back to A and do what you did to B to A to ensure A is a viable game in the same environment?

I am running FO3 fine on Windows 7x64 with SP1 beta.

A lot of people aren't as this forum and about a hundred thousand results on Google for "Fallout 3 freezes" indicates.

How does one get this SP1 beta for Win 7? Maybe that will pinch the issue. Nothing else has.

NM worked that part out, so I'm doing the SP1 beta to see if it fixes the issue. Hopefully it does.

Or I'll just screw things up worse, blow up my OS and have an excuse to format the drive and downgrade to my Vista 64 license for awhile I guess and then the problem will be solved for good, after the whole day I have to spend transferring all my critical files and work to my secondary machine to save them from the holocaust.

All to play a game thats only two years old. Pretty damn annoying, imho.

Okay here is the deal I have two computers right now side by side.

Computer 1 (Main Box):
Q6600 Core 2 Duo Quad 2.4GHz
Windows 7 64 Bit (with SP1 Beta installed)
Geforce 470 GTX
4GB DDR2 RAM

All Drivers updated, running in compatibility mode for Windows Vista SP2. Multiple FALLOUT.INI tweaks to attempt for stability.

Computer 2 (Secondary Box):
Intel Core 2 Duo 3.00GHz
Windows XP SP2
Geforce 8600 GT
2GB DDR2 RAM

Drivers updated sometime in the last few months, no FALLOUT.INI tweaks in use. Obviously no need for a compatibility mode setting.

Now with Fallout 3 running with the exact same mod loads on both computers. The following is evident.

I have the same character with the same save standing in the area of the Arlington Library.

Computer 1 has 1.1GB of memory footprint, I am not moving, I am not doing anything but standing there with the game minimized, whats more the memory amount continues to tick upwards by about 4 kilobytes every five seconds or so.

Computer 2 has a 797MB memory footprint, I am not moving, I am not doing anything but standing there with the game minimized and the memory amount has not changed from exactly 797676K since alt-tabbing to bring up the task manager.

Experimental Tweak

After doing this side by side test I went into FALLOUT.INI for Computer 1 and applied a "low memory" ini tweak and set bPremptivelyUnloadCells=1 from 0, this has caused the memory footprint to drop as I change cell areas providing some slight more stability, but the simple facts are standing in the same place, right in front of the Arlington Library on both computers, Computer 1 has a total memory footprint now of 967580K and computer 2 has a memory footprint of 797676K, computer 1 continues to increase its memory footprint by about 4 kilobytes every 5 seconds. Computer 2's memory footprint has not changed at all.

This is called a Memory Leak....and its obviously exacerbated in Win 7 64 Bit (With the SP1 beta applied) if you leave bPremptivelyUnloadCells=0 in the ini, which causes the numbers to increase drastically, whereas using this "low memory" tweak that was intended for 1GB of RAM systems at the games release is the only thing thats keeping the game relatively stable on the Win 7 64 machine. Whereas the Win XP SP2 machine with less memory is rock solid stable. As I've typed this the Win 7 64 box's memory footprint has increased to 967880K and as stated I am doing nothing but standing in the same place on both computers, the Win XP SP2 box continues to maintain its memory footprint at 797676K.

This is conclusive evidence of a memory leak in Fallout 3 under Win 7 64 Bit systems (even using the SP1 Beta) and the situation should be addressed by Bethesda with a Win 7 64 compatibility patch.

As stated both computers are running the same mods, the same video settings, and even the same character on a copied save. The XP Box's hardware is inferior to the Win 7 box, the difference is in that pervasive, constant memory leak.

Potential Temp Fix: The potential temporary "fix" for users I can recommend is to set bPremptivelyUnloadCells to 1 in their FALLOUT.INI, this will at least force FO3 to dump some data here and there, and regardless of recommendations do not increase your cell buffers from 3 and 36 regardless of how much memory you have. This may, for the moment, make FO3 somewhat playable without freezing, but it will also depend heavily on how much action is going on and how much data you're loading and unloading, I am almost sure that these settings will not withstand the stress test of the Liberty Prime March on the Enclave.

THE FREEZING IS BECAUSE OF CPUS THAT HAVE MORE THAN TWO CORES. THE GAME WILL FREEZE ON ANY PHENOM X3, X4, X6+, CORE 2 QUAD, OR ANY CORE i SERIES CPU (THE i SERIES HAS HYPER THREADING)

IT WILL FREEZE IN WINDOWS XP 32-BIT AND 64-BIT
IT WILL FREEZE IN WINDOWS VISTA 32-BIT AND 64-BIT

Sorry, but my caps lock is loud. I had to unleash the fury

This is the symptom that everybody seems to have: Sometimes randomly while roaming the wastes but mainly when entering a new location, the screen will freeze, the music will continue playing, and the only way to get out of it is to cntrl-alt-del and kill fallout3.exe from the task manager. This has happened to quad core users since the game came out in 2008. The 'multi-core fix' consists of adding a line to the .ini to force the game to only use two cores and also to change the value of threadedAI to 1. This doesn't fix it though. The threadedAI does nothing and forcing the game to two cores just makes it CTD instead of freeze (but that might be an improvement to some). The game uses 40 threads according to task manager. Chaging threadedAI to 1 makes absolutely no difference, it's a placebo fix that's most likely internally ignored anyways. Probably a reason it is off

My guess is that the game freezes up sometimes when a new cell is loaded likely due to a multithreading issue since a lot of multithreaded programs (don't know about games though) can freeze if for example one thread finished executing before another that was required to execute first or something like that. Might even be a WIndows threading issue. This is just a guess by the way.

TehPr0, that's not any evidence of a memory leak. The game loads around up to 1GB of assets no matter what. A 1GB memory leak is practically unheard of, you didn't by any chance read some often cited troll saying they bought 100s of copies for their computer science lab and how the exe is riddled with evil securom hooks that slow down performance? Because that was all bogus. The exe doesn't even use securom, and nobody in a school would buy that many copies of a video game for students to play. Changing the cell buffers will not affect the memory footprint, trust me I played around with it trying to decrease world stuttering when loading assets. Doesn't do anything, memory footprint still hovers around 1GB. Even with the so-called 4GB enabler, although some people say if you have enough mods loaded the mods will use that extra ram. The vanilla game (and also NV) only use around 1GB max.

So if anybody has actually read this far, once again it is related to having more than 2 cores. The only reason so many Windows 7 users are noticing it is because Windows 7 is the current OS and it mainly ships on Core i series computers so it will freeze. Windows 7 is still an officially unsupported operating system and it's not up to Bethesda to officially support it considering they no longer have any commitment to updating the game. Rest assured, it runs 100% identical to how it does on Vista. The two OSs are practically the same under the hood anyways

If anybody is wondering, they did change this in New Vegas. The game will CTD sometimes when loading new cells. The seems to be what FO3 will do if you force it to 2 cores in the .ini. SO even in that game it still isn't fixed!

Out of curiosity and boredom, I tried practically every .ini tweak and I can honestly say this... Except for enabling vsync forcibly (don't, the game will speed up if you do) or the use of mods, don't bother editing the default .ini

Uh when you have the game running on an XP Box using the same mods, the same graphics settings and the same character and loaded in the same cell as the same character loaded in the same cell with the same mods and the same graphics settings and theres a 200MB difference in footprint and one box is consistently increasing in memory usage and the other isn't I'd say thats a definite indication of a memory leak under the Win 7 environment.

The WinXP footprint did not change unless I was moving around or doing things, the Win7 footprint continued to change even while the game was alt-tabbed but changed much more radically when moving around and doing things.

Unloading cells IS helping the footprint, on the Win7 box as shown on the video I went from Megaton to nearly to the Arlington Library only to crash in 12 minutes. After using the bPreemptivevlyUnloadCells=1 ini change the footprint consistently hovers between 900 and 1GB of memory, dropping randomly as cells are dropped.

I'm not sure what to tell you other than what I've seen with my own eyes. I will say that I do agree with you that iNumHWThreads=2 doesn't seem to mean a damn either way.

If it was a real memory leak, the game would likely become choppy and unplayable before it crashed and the memory usage would continue to rise past 1GB which it doesn't - it stays in the 1GB ballpark. XP and Windows 7 don't manage memory the same way. Furthermore, the XP setup has half the amount of RAM and is 32-bit. The unloadcells option causes considerably more stuttering due to background loading, this has all been documented before with Oblivion.

If your test was and apples to apples comparison (64-bit XP with 4GB RAM) I would guess the XP memory usage would mimic WIndows 7. (64-bit XP is based off of 2k3 server and the memory management is not the same as vanilla 32-bit XP)

The game does become a bit choppy but generally just flat out freezes and as you can see in the Youtube video the memory footprint is 1.5GB when it crashes.

I am currently using bPremptivelyUnloadCells=0 on the Windows 7 64 Bit box and played for 8 hours straight yesterday and never got past around 1GB of memory. I used no ini tweaks at all on the XP box and the game never freezes or crashes at all. Secondary box though is my wife's so she gets a little grumpy if I use her computer for gaming for long term periods.

Granted 32 and 64 bit systems handle memory differently. But the issue is an OS thats nearly a decade old runs the game better than Windows 7 64 Bit without treating Windows 7 64 Bit as if you're running on low end hardware.

This was also true of New Vegas when it first came out and people were having to use a degraded d3d9.dll to get smooth performance out of it on higher end Nvidia cards. You had to "emulate" a lower hardware situation to deal with the issues til Obsidian patched it.

Nope, that d3d9.dll didn't emualte crap. It was created to tell direct x that the system had an nvidia 7900gs so that intel integrated graphics users could play FO3, otherwise they could play it without heads because the facegen component refused to render them. When NV was first released it had a bad facegen bug that caused faces to spin (as seen on youtube) it was promptly fixed but broke facegen on modern GPUs which that above file fixed

Okay at this point I think you're just arguing to argue with me because you're contradicting yourself in the same statement.

If you use a d3d9.dll that is telling the game that the system is running a 7900 GS video card, when it is not running a 7900 GS video card it IS "emulating" lower end hardware so the engine can function correctly on the hardware you have. And the d3d9.dll file did not at any point fix the head animation bug that was almost immediately patched the day after release in FONV, the d3d9.dll was used to allow higher end Geforce GPU's, not integrated GMA's but HIGHER END Nvidia (And there was an ATI one too) cards to perform effectively running FO:NV and since patch 1.2.0.285 is more or less no longer necessary for most systems as FO:NV runs great now on my Win 7 64 Bit machine with a Geforce 470 GTX in it, it ran like ass in a hat on release day and I used that d3d9.dll specifically to stabilize performance in FO:NV until the 1.2.0.285 patch was released.

Simple facts are we can argue about FO:NV all day but FO:NV doesn't randomly freeze up and crash on me when it exceeds a 1.5GB memory footprint and in fact doesn't exceed a 1.5GB memory footprint to any of my observations. Fallout 3, on the same machine DOES and the entire support process indicates that while gamesas is wildly aware of FO3's inconsistent performance under a Win 7 environment, the jury is out on whether they intend to do anything about it. I was told the data I'd sent them and the ticket it was assigned to was escalated to development. So overall I have no idea if they intend to do anything about it or not.

But the obvious facts are is they took the same engine, made some adjustments to it for FO:NV and FO:NV's performance is invariably more stable under Win 7 64 Bit than FO3 is. To me its a simple case of patching FO3 for Win 7/Multi-core capability as they did with FO:NV, as I've stated before the back sale potential on FO3 GOTY editions for people who bought FO:NV but perhaps did not buy FO3 is reason enough to ensure the game is functional.