Originally Posted by R. Belmont
JD: Note that the failure is on alloc; it doesn't say what hasn't been freed to cause the OOM.

Maybe, but given the size of that allocation (around 100-200 megs, probably), I wouldn't be surprised if borderline systems threw a fit if the aux span buffers haven't been freed when it goes to allocate the new ones. There isn't much else in the N64 driver that requires *that* much memory.