Problem with speakers popping in game!

It's been a long time since I had a problem with my system, but recently i've been experiencing popping coming out of my speakers while playing some games.

I just recently upgraded my heatsink and graphics card, but nothing else. Everything's in my sig. I dunno if either of those things has to do with the problem.

I have even tried moving my sound card to a different slot, thinking that that might help somehow. But it didn't. I hope my Audigy 2 zs isn't kicking the bucket because it works perfectly fine for me.
It started doing it in Second Life and now has started it in Sins of a Solar Empire. I had music playing in the background, but exiting that program doesn't change things.

Does anyone have any ideas on how to diagnose and/or solve this problem? I've even tried turning off the sound in games but it still does it no matter what.

I'd hate to have to revert to onboard sound

Thanks

Sound: Creative SB Audigy 2zs

Are you running Vista 64-bit by any chance? Creative's drivers are a piece of (insert word here) and really hate 64-bit OSes.

Oh, i also tried plugging in headphones into just the green jack... I still had popping, so I can rule my speakers out. It is definately my sound card.

No, not yet... I have my cpu at stock and voltages too. Now it seems to be okay without the overclock, but that still doesn't make sense to me. I'm sure that if I had my OC the onboard sound would be okay.
I might consider reinstalling the sound card drivers after I remove them entirely.
But, it seems like I'm getting some sort of feedback during the two games. I don't get it.

Thanks khaydin. I think I'm gonna try uninstalling the card first, taking it out, rebooting the pc, and then install the card again. It was in the top slot when it started, and I moved it down to the middle one. I will check to make sure the pci frequency is locked at 33 mhz.

I thought something like that was happening when I oc'd. However, that still doesn't explain why in some games, it pops. Nowhere else.

I'm gonna do this tonight after work. I'll post when I've figured something out.

Thanks for all your insight so far!

Yeah, still having the problem. I think it involves my graphics card. I turned down the graphics in second life and the popping disappeared.
Think I'll need to do a reinstall of xp sometime soon. My new gpu acts up sometimes, giving fuzz ont eh screen and white squares while starting up a Test Drive: Unlimited.

Well, shouldn't an Antec Truepower TP 2 II 550 watt psu be able to handle it with two 19 amp rails?
I went from a 7600gt to this, and there was no issues with a marginal increase in power requirements.

I mean, it would make sense, but in other demanding games everything is fine. And i did my research when I first bought these parts. My antec was a good pick.

I'm not being defensive of my psu, but would it really be causing something like this when my fps are fine?
I don't have any places in my area that can check my psu. Should I just buy a new one?!? I have another psu that I could run simultaneously if I had a way to turn on both psus with my pc. It isn't strong enough to handle my whole rig, but it could definately run my gpu.

Also, my DS3 BIOS doesn't have an option for pci frequency. It does have a pci-express frequency that I set to 100mhz for my OC. My sound card is plain PCI. Would that somehow affect it?

No, it is the stock clocked card. I opted for that because I can (and have) overclock it myself. I only overclocked it to SSC speeds, but then knocked it back down when I didn't see any performance increase.

I did a reinstall of Second Life with my machine oc'd and I had problems when I had the graphics turned to max settings (which is quite demanding for a gpu). I got a BSOD after I had the game crash a few times. But when I turned down the graphics a bit, everything was fine. I'm gonna test my machine stock clock for the cpu and max the gpu in Second Life to see if I can crash it again.

This problem doesn't seem to be an easy one to solve.