Well, in regards to the framerate... I did manage my way around that problem (actually, the problem was the AssumeFPS line itself....removed it, and continued my encoding normally, and everything is peachy) TMPG has no problems taking my 15fps source and spitting out a clean, gorgeous 29.97fps MPEG-2 file. The interesting thing I've noticed though is this... All of my varied attempts to extract and encode the audio and video separately, then mux them afterwards, have all failed miserably...something I feel has to do with the audio (as the m2v files *appear* to play normally prior ro muxing). This includes attempts before all this resizing and bordering. However, if load the AVS script for the video into TMPG, *AND* let encode the audio from the source as well...it works just fine. :