I think the stats file did not take that long to generate, so I might just make a new one anyway. lets see.... It is a HDTV rip at 1280x1080i resolution (16:9), 1:44:55 in length. I believe I was trying to encode it with the h264 HQ-Slowest profile @ 6500 kb/s. It has nothing to do with my problem, but the audio was a 1.12 GB 5.1 DTS file. I have no idea why it was used. Even with ND-AAC maxed out at 320 kb/s, the encoded file was less than 250MB. My computer has a Athlon64 3000+ and 2Gb of memory. Oh, and 820GB worth of hard drives. :D