Itunes repeatedly processes album artwork which causes Itunes to freeze

Ever since the Itunes 11 update, my Itunes repeatedly has to "process album artwork" which causes Itunes to be completely unresponsive while it is doing this. I really only notice it while in the podcast section of my library, since thats what I use itures for really. Some times it wil say "getting 1 of 10:..." , but this part is random as I have nearly 30 podcasts I listen to. I have tried it with the automaticly download album art off and on, with no difference. I have installed and uninstalled Itunes. I have done fresh installs of Windows, including complete hard drive swaps.

Anyone have any ideas of things or fixes I can try? Its getting unbearable.

Windows 7 64 bit

Itunes 11.1.5.5