Here's my specs BEFORE the upgrade:

Video card: ATI Radeon HD 4650
RAM: 4gb
Intel core i5 CPU 750 @ 2.67 GHz
Windows 7 64-bit

AFTER upgrade:

Video card: Nvidia Gefore GTX 560
Ram: 12GB
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So as you can see, skyrim should run butter smooth on my computer, I installed the 2k Texture pack because, lets face it, skyrims default textures svck. the game runs fine unless I move the mouse, then I get lag (choppy) which is kind of pissing me off seeing the amount of money I've spent.

Skyrim also still only uses about 1.2GB of Ram, 1.31 was supposed to have LAA, why the heck isn't it using any more!?!?! That's the reason right there!

Could someone please help me? I have the CPU booster with SKSE, and mouse acceleration turned off as well.

As I said this pisses me off because I spent around 300$ on my computer.

Edit: Hey guys! I recently just installed the "Lite" version and it's running smooth as butter with FXAA Post-Process injector and Flora Overhaul, If you guys know, how high can my CPU Possibly be overclocked to?

Skyrim isn't GPU intensive, it's CPU intensive.

Sorry to say but you upgraded the wrong part. Should have gotten a better processor.

While your processor could use an upgrade, it's more Skyrim's fault. The engine simply isn't optimized to run on the PC.

Run Nvidia inspector, open its chart thing and set it up to watch your vram usage, GPU usage and MCU usage. Play the game for a bit and especially when you're hitting areas with the heavy FPS drops. Now go back and notice that very likely because you're using all those heavy textures your vram is tapping out which means your MCU's activity goes up and your GPU's ability to do things is hamstrung by waiting for the memory controller to be finished dealing with shuffling around those textures in your card's vram. Without fail between this and insisting on things like ultra settings are your root issue.

Its both but generally CPU only really gets hit when there's multiple NPCs in combat, the GPU is also especially consumed in rapid quantities by combat as well. Believe me, I've watched the numbers.

If you used the "Full" package with Skyrim 2K - HD Textures you most likely exhausted your Video Memory (VRAM). You need at least 2GB (maybe 1.5GB) of VRAM to be able to run that with Ultra with 1920x1080 and AA. Personally I download both the "Lite" and "Full" versions and first install "Lite", then carefully select all the INTERIOR texture replacements from "Full" and install just those.

An i5 isn't good enough for Skyrim?

Meanwhile I get a perfectly smooth experience on my 1.5 GHz Llano with no dedicated RAM?

The old i5 is a bit slow. The CPU limitation means clock speed is a definite consideration for Skyrim. The newer i5s are clocked quite a bit faster than the old ones (the most popular i5, the 2500K is stock clocked to 3.3 GHz).

However, I am sorry to report that upgrading to a 2500K will not be possible for you (750 is on LGA 1156, 2500K is on LGA 1155, and yes, that does make a difference). The sockets between the two CPUs are not identical, and they need to be to insure CPU compatibility. If you cannot find a faster CPU on that socket than what you have now, your only option (aside from replacing your MoBo and rebuilding your PC to boot) is an overclock.

there is an i5 760 quad core and an i7 for the LGA1156 socket.

You should of course try without the texture pack. Does your performance go up to acceptable levels without it, you never mentioned that? Also, please report your exact FPS in an "average" indoor and outdoor environment and a "demanding" outdoor environment like at the top of the steps in Whiterun looking down at the tree.

Its hard to help someone complaining of bad FPS when we don't know how bad it is, some people think 25 is bad, others think 45 is bad for example. If you are the latter there is no hope even on the greatest beast of a machine.

The i5-750 is good enough. Maybe not the best, but definitely good enough.

Most likely the issue videoram. Your gtx560ti has only 1 GB of VRAM. That is enough for Skyrim. But once you start adding larger textures, you are bound to run out of VRAM. When that happenes, it is not a gradual slowdown. It is an immediate noticable slowdown. Read what BumpInTheNight wrote above, and use nVidia inspector to look at your VRAM usage.

Or you can use GPU-Z. See my old thread on how to use that.
http://www.gamesas.com/topic/1291971-how-much-of-your-videoram-is-being-used-check-and-report/

So I am afraid you can't fix the stuttering while you use those larger textures.
If you want higher framerates in general, your best option might be to try and overclock your i5-750.

Really? How am I pushing out 35-50 fps on a 1080p plasma TV with my Core 2 mobile processor at 2.8 GHz then? Because it's far slower than that i5...

I also have a 1.5 GHz A8-3500M which is MUCH slower than that i5 that gives me a 30-40 fps performance with no choppiness.

His computer isn't running choppy because his CPU is a slouch. It's because he has some sort of configuration problem with the HD mod. Really... Saying that an i7 is mandatory to make that mod playable is silly.

We're actually not sure if he's playing on HIGH or ULTRA.

As soon as I saw "texture pack" a red flag went up. To properly debug a performance issue make sure you're testing it with the stock game. If the stock game is fine, its the mod you added. Your hardware is more than adequate for the game by the way.

Solid 60fps here (v-sync enabled) everywhere except the known locations (drops to around 35). On ultra, with texture mods on my ageing rig people with far better computers can get far worse that. You could spend another $1000 on upgrades and with the way the engine is end up with worse performance.

I noticed your on nvidia try the beta drivers and good luck.