Ps CS6 Memory usage 14GB from 50 meg file???

Hey,
Does this memory usage make sense?
I'm working on a 48 meg file, but my RAM usage was up to 13.9 gigs. I just restarted Ps and opened the file and it's up to 10.7 gigs.
Previously I was always maxing out 10 gigs everyday out of 12 available gigs in the machine also working on small files.( 25-30 meg on average) IT tried playing with things forever and finally just tried ordering more RAM. They ended up putting 28 Gigs in the box. And I'm really not seeing any advantage in Photoshop, other than my system still runs OK outside of Ps while I'm working. (Well Rhino 3D still crashes from being out of memory, even though there was still 6 gigs free??? but that's for another forum) Mostly it just freaks me out how much RAM it's using for such a small file...?
I'm just drawing, no filters, not too many layer masks. I do have maybe 15-20 vector smart objects in the file, and I'm at 147 layers. The issue I was having is Pen lag on the Cintiq when I draw starts getting horrible as the RAM usage gets higher. I had been restarting Photoshop constantly to get it to release RAM. But I haven't the last couple days since they doubled the RAM in the machine. And obviously on restart the file still needed a lot of RAM???
Anyone got any sugestions? I can live with the lag, sucks, but I can still work. I just don't understand why these small files are using so much RAM. Back in the day on 32 bit systems with 4gigs of RAM I would sometimes create posters/covers/magazine spreads that were 1.5- even 4 gigs that would have to be saved as Tiff's because PS didn't support a file that big. This machine runs like that everyday. At home I've been doing some freelance book covers that get up to 450 megs now and then and it still runs better, Cintiq at home draws smoother than this machine that costs 3-4 times more!
It's a win 7 64 bit box, 2 Dual core 2.4 Xeons. two quadro 2000's, now 28GB ram, OS on a 560?GB drive with files on a Terrabyte drive that gets backed up. My hardrives arent rated very high, 5.9, but at least im working local to the machine as the network is slow as heck around here!
Thanks for any suggestions anyone might have!

ssttiingya wrote:
The issue I was having is Pen lag on the Cintiq when I draw starts getting horrible as the RAM usage gets higher. I had been restarting Photoshop constantly to get it to release RAM. But I haven't the last couple days since they doubled the RAM in the machine. And obviously on restart the file still needed a lot of RAM???
Anyone got any sugestions? I can live with the lag, sucks, but I can still work.
It's a win 7 64 bit box, 2 Dual core 2.4 Xeons. two quadro 2000's, now 28GB ram, OS on a 560?GB drive with files on a Terrabyte drive that gets backed up. My hardrives arent rated very high, 5.9,
Your issue is stroke lag drawing.  You state nothing about the brush and tool being used.  Looking at your hardware and knowing Photoshop is using a lot of ram its most likely swapping a lot ram to scratch disk space.   Faster disk may help. Also having two quadro 2000 does not improve Photoshop performance over having just one.   Yes Photoshop does not give back RAM it allocate during a session even if you close all the open documents.  This may well not be a bad thing. Photoshop is surly managing the RAM space it allocates. Having a lot of ram to work with may well cut down on Photoshop RAM swapping and speed thing up.  
Your lag problem may not be a ram problem.   Some brushes require GPU support and the size of the rush can easily increase lag.  For example if I boot my machine and look at RAM used window 7 64bit professional I see 3.5GB allocated 36.5GB free. If I start CS6 open a new document 11"X 14" 300dpi fill it with a spectrum gradient I see 5GB of ram. In use.   If I select the mixer brush tool and a large brush size and make quick brush strokes there is quite a bit of lag and my video card is a quadro 4000 a little faster then your quadro 2000.  My swap space is on SSD much faster then spinning disk ratting 7.9 out of 7.9.... and I have dual 6 core xeons.
Some brush type tools like blur, smudge, dodge, burn sharpen require a lot of sequential repetitive processing .. a large tip smudge always seems lag on forever... Its the repetitive nature of the processes that cause the latency not so much the compute power.

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