okay, this is driving me nuts... black screen, fans ramp up, and about five seconds later Windows comes back like nothing happened, then this pops up:

USB Audio Device Properties
Device status:
This device cannot start. (Code 10)
{Operation Failed}
The requested operation was unsuccessful.
its always while running a 3D benchmark... my small form factor PC is not overclocked and temps look normal in teh vendor overlay, the only change i can point to is the GeForce/Ion Graphics Driver 257.15 Beta update from NVIDIA. ive already restarted a dozen times, obviously, is there a log somewhere that tells me what actually timed out, or am i stuck guessing?