Solved Windows 8.1 using 16gb's of RAM on nothing

Any idea what is going on? Task manager or process explorer doesn't show anything taking up 16GB's of ram usage, yet its maxing out.

Tried upping the pagefile but to no avail.

Specs:

Mobo: MSI Z87-GD65 Gaming
PSU: OCZ ZX Series 850W 80+ GOLD
GPU: NVIDIA EVGA GeForce GTX 670 FTW
CPU: Intel Core i7 4770k
CPU Cooler: Stock i7 cooler
Case: Corsair 600T Special Edition White Graphite Series™
RAM: Corsair Vengeance 16GB DDR3 1600mhz
Hard drive: 2TB Seagate Barracuda 7200RPM

Hi Moldypoato and Welcome the Eight Forums
We have had this discussion so many times. Modern OS from Vista onward use all the ram to load the os and everything possible into it. Why have ram and have it empty when it is the fastest method of loading and unloading data. Superfetch loads stuff into ram. Programs you use often. Then they are ready right away. Don't fool with this as it will cause your computer to run slower and even crash with a BSOD
Read about the subject here:

SuperFetch: How it Works & Myths

Hi Indianatone,

Superfetch is disabled though, as in the past I have had problems with it. Plus my PC is slowing to a crawl while it closes all the programs from not having enough memory to use. I was thinking it may be an unknown driver causing the issue but I don't know how to tell what driver it is or where to find out if one is causing an issue

OK couple of possibilities. You are full of malware or a virus and you should enable superfetch as that is exactly the problem I was mentioning.
Download https://www.malwarebytes.org/mwb-download/ trial and scan your system. What antivirus do you have and what other "Tweaks" have you done to the system? Please fill in your system specs.

Post a screenshot of Task Manager - Performance tab - Performance.
Looking at processes is premature.

Edit: Better yet, post a screenshot of Process Explorer System Information - Memory tab. This is accessible from the View menu.