TMPGEnc is considered one of the best MPEG encoders, especially for the cost. One thing that you have to remember is that "DVD-compliant" still means MPEG. If you're writing to a DVD to be played as a DVD video, it's MPEG. MPEG is, by definition, lossy compression of the video stream. You'll never get results that look as good as a lossless digital input and will loose even more on a quality analog input. Look closely at even your best commercial DVDs and you'll notice artifacts on fast changing video. Some of this can be 'smoothed out' by a good MPEG decoder w/filtering and correction (i.e.: a good DVD-player). This is where VBR (Variable Bit Rate) comes into play. VBR will compress the stream more for low-variant sections while compressing less for high-variant sections (lots of motion or changes). The only way to achieve quality DVD-quality MPEG is to use VBR. That'll be 2 cents, please. BYS