OK. I checked my video codecs and what do you know, the only ones shown installed were "low motion codec" and "high motion codecs" that came with the Mpeg2AVI I installed. I uninstalled everything, and reinstalled only 5.02 and the Gnot finallly worked!! The video is great quality and it only took about 6 hours on my PIII 550. Now I have a specific problem with Mothman Prophecies. Using Rush Hour 2 as a test, a created a DVD2AVI project and ended up with the AC3 audio track for it. I could play it in Media player, and it was able to be decoded by my SS amp into true 5.1. Good stuff. With Mothman, the 1st track is still the English 5.1 track, so I select and and create the project. The only problem is I end up with 2 seperate 380 MB AC3 tracks, both 448 Kb, and neither will play in Media Player until interlaced with the actual movie video. Neither however will actually decode into DD5.1 through my receiver. So: 1) Why is DVD2AVI making two audio tracks? I only selected track 1. 2) Why won't this AC3 file play in Media Player like the ac3 file for Rush Hour 2 did? 3) Now that I've joined the audio to the video, and I stupidly deleted the video only avi, is there a way to strip the audio back off the video so I can perhaps fix the sound and reattach true 5.1 audio? Thanks Ryan