Ok, here's the deal. I have a video I'm trying to decode. According to VirtualDub, it's 23.976fps. Now, I'm using TMPGEnc to decode it. When I use Automatic VBR it decodes fine using the 23.976 (internal 29.97) & 3:2 pulldown when playback. But I want to use 2pass VBR because I like to know what size it's going to be. Well, when I use 2pass the picture is all jumpy like it's missing frames. So I set Frame rate to 29.97 and use Interlaced in Encode mode. The movie isn't jumpy anymore, but the quality is sorda bad.

Also, my friend uses the Automatic VBR and his movies look so much better then mine. His setting in automatic are:
Quality - 50
Max - 2520
Min - 300

I use 2 pass VBR and my settings are:
Average - 2000
Max - 3200
Min - 300

Any ideas on either? Thanks in advance.

YxL