I solved a similar problem with my game by using the /LARGEADDRESSAWARE option in Visual Studio 13, which tells the linker that the application can handle addresses larger than 2 gigabytes. https://msdn.microsoft.com/en-us/library/wz223b1z.aspx So far, I have not had any bad side effects, running on a 64-bit windows 8 machine, so maybe you should give that a shot. My memory usage occasionally spikes up to ~1.7 gigs, and used to crash, but this fixed the problem. Also, check through the github pull requests, there were some memory leak fixes which I also applied, can't remember exactly where they are or who posted them.