This turned out to be longer than I thought originally sorry but I appreciate the help. 1. I have one question to begin w/. I have file that is 6960s long. It's an Xvid file w/ AC3 audio. The properties of the file state that the video data rate is 215kbps. The math shows it to be 1316kbps. Any idea why that is. I asked that so that I can make more sense of the next answer. 2. I am trying to use Nero Recode 2 to recode some files to H.264 and to rip some new ones. I understand the differences between comparable bitrates of say MP3 and AAC, but I don't really have a grasp on comparable bitrates for the video side. I understand that bitrate isn't everything. I'm not worried about speed though so I've been running the 2-pass all the time I think I've been using 4 max ref, 300 GOP, and 3 B-frames. 3. Also using H.264 I seem to not be able to get good quality cartoons. It seems to look less blocky on real life stuff than on the cartoons at the same bitrate. Is there something I'm missing or doing wrong? Thanks