That is exactly what happened to me too with that same movie. (BTW, I am trying not to use REMPEG if I could help it, but good to know that is an alternative) I have been at this Kate and Leopold movie for 3 days with this audio sync problem, it's not even funny. I am new at this and I tried everything I can think of including "creat sync audio" in maestro without any success. (The same method that worked for other movies) I used DVD2AVI and CCE Robshot method, and finally Maestro to author, but this nagging sync problem surfaces about two thirds of way through (Like Mosaic said, it seems to happen progressively from the start of the movie and becomes very noticeable at the end..about 1 sec off) The length of m2v imported assets in Maestro is as follows: Kate1.m2v 2:02:47:06 (pulldown with prog_frames p) Kate2.m2v 2:02:54:16 (pulldown with prog_frames p and drop_frame true) Kate AC3 T01 3_2Ch 448kbps DELAY 0ms.ac3 2:02:46:25 I dragged Kate1.m2v first to import chapter list and then replaced it with Kate2 before I imported subtitle file. (I can see how Kate2 is a few seconds longer than Kate1..but can't explain why that could be) BTW, I authored using just Kate1 and the audio file since they almost match in length but no cigar, still the same problem. Any suggestions will be appreciated.