DDogg - I totally agree with you about the grain issues that can crop up with too much compression on certain sources. I find that some movies, especially older movies that haven't been cleaned up, suffer from this. I noticed that I needed a crazy high bitrate on "Superman - The Movie" to get a reasonable quality encode. There are a few others that I recently enocded that I particularly wish I had given a bit more bitrate for grain purposes (The Princess Bride and Top Gun). But all in all, I was able to enjoy these movies with the encode I had, so I didn't re-encode. Alot of this depends on whether you want your encodes to be "back-ups" of your collection, or just conveniences. For me, it's hard drive HTPC access convenience so quality takes a step back from the quality goal. Anyways, I think I get what you are saying to do, but could you put a sample code for how to do this? A x264 cmd line with the CRF mode you are recommending would be nice. Also, a sample script with the lines for bitrate sampling a source would be great. I'm not a noob, but I don't know what a script to do what you speak of would be or look like. I would gladly take 2-15min to know what kind of bitrate I should look for in each of my encodes. Anyway thanks for the help/info!!