Something has worked and now I am getting a steady 60FPS dropping to 40ish at really intense parts (like loads of people/shooting/smoke and fire etc)
I did windows updates and rebooted. Stopped as much services as I could from task manager and disabled Avast antivirus
I reset game settings to default, they were all screwed up after me playing around. Default went to maxxed out at from AA which is at 4X and shadows are off.
Also upped CPU clock to 2.4ghz from 2.37 (max I can go while stable) and upped GPU from already high stock clock another 5%.
Cpu is now at 90-95% so I guess im right on the limits of this 4yr old CPU.
This is awesome now! so SMOOOOTH!
thanks for all the help guys