Sonar X2: Pops While Recording

Can't seem to get my head around what's going on.  It tends to pop while recording and sometimes the sound stops all together.  Any help would be GREATLY appreciated.  All drivers are up to date. 
Here'z what I have...
Windows 7 Pro
16 Gigs of Memory
Using Asio
Scarlett 2i2
Sample Rate: 44100
Buffer Length: 3ms
Playback and Record I/O: 512