Here's the followup: I tried manono's suggestion: Telecide(guide=1,threshold=10,dthreshold=5) Decimate(cycle=5) And it ended up looking worse on some parts. I had tried IVTC2.2 and IT with the help of someone who was familiar with those, and they also produced worse results. I also tried GreedyHMA(1,0,4,0,0,0,0,0) and it produced worse output as well. So I settled with: telecide(post=true) decimate(cycle=5) which still had shimmering text with a few frames of text that looked interlaced, but was the best of the bunch. When using the chosen setting I noticed some other irregularities. In Clerks, when the titles of the chapters would appear with white lettering and black background the frames directly before and after the the titles would be shifted either up or down from the previous or subsequent frames. The part shifted up and down was the actual movie, not titles. So to illustrate: frames leading up to the title would be fine except for the last frame before the scene change; it would be shifted. also, the same happened right after the titles, the 1st frame after the scene change would be shifted up or down one from the subsequent frames. This created a slight shimmer effect before and after the titles that is barely noticeable, in addition to the occaisional shimmer of the titles. I had not used any filtering on my encode. I used Xvid 04102002 stable Koepi's compile with H263 for both passes, and I enabled the greyscale option. I was going for 1 cd with a target filesize of 627939 kb. The resulting file was 627980 kb. Other settings were defaults except for lower quants for credits. My AVS: Code: