Here's what I did:

In VirtualDub, open the AVI file (MJPEG18-PCM)>
select compression to Divx 5.05 multipass-1st pass>
select audio compression to MP3>
save AVI with clicked "don't run this job now...">
select compression to Divx 5.05 multipas-nth pass>
save AVI again and encode started.

But when it finish it will have end up like this:




It does create the Divx-AVI file but it appear darker, lost more details than using 1pass encode.

Is there any step I missed? I'm impress on VBR-MPEG2 result by TMPGEnc, should I expect similar result from VBR-Divx?