Hi ^^-+I4004+-^^, all I can see is a crappy analogue input source or at least a crappy analogue capture... to try some [avisynth] filter_settings I've encoded with xvid 1pass_qbased and all fancy stuff turned on (GMC, Lumi, Qpel and Chroma motion). It is a bit too smoothed but related to Fluxsmooth and not to xvid... if you're interested how xvid handles (my crappy) analogue [composite] input source, than you may want to have a look ;) I can't see any of your complains about xvid... cheers Sill