I'd really appriciate some helps on the steps I'm taking when converting, ran a ton of tests, but still having trouble. I have a small (4 mb, 1 min) test clip that I'm practicing on. It's decent, but somewhat blocky. I run it through virtualdub with a smoothing filter and it cleans up nicely (if I use the mpeg 4 codec for compression) It comes out to about 9 meg. It seems to be upping the bitrate. Is that the smallest size I can get it? I wasn't sure if running the smoothing feature has to up the bitrate to work. (not sure if the original is constant, or variable, not sure how to tell. But the avg is aroung 600 something) If I run the 9 meg smoothed file (since it comes out as an avi) through tmpg, even with a higher constant bitrate, it put the blocks back in. I can't seem to get it to exactly convert it from the smooth avi to a smooth mpg. If anyone could help me with the steps I should take, I'd really appriciate it. Thanks.