there is usually a second message that comes up but it's a long string of gibberish.... Tried going with megui and use x264 and that turned into a mess as well.........sigh. ill see what i can do. edit: Well that did it, deleting those files....not sure what got overwritten but it seems to have worked. One last question, I see the GK has an option for .264, thoug it hasn't worked, i get: 7:44:46 PM: Audio 1, determined: 329987 kb 7:44:46 PM: Audio 1, calc: 141421 kb 7:44:46 PM: New Bitrate for Movie = 2466 k(=1000)Bits/s 7:44:46 PM: ************************************* 7:44:46 PM: EXCEPTION: Range check error 7:44:46 PM: EXCEPTION: Encoder Thread Terminated. Not a big deal as I'll just xvid....but I do want to try .264 tho. edited again: I take back everything I said...now I get a stats file missing! let me try from scratch again. Once again: ok,,,,.....looks like it might work now!