What do you mean when you say that neither CCE or TMPGEnc "read the file right"?? Incidentally, don't forget that Div-X rips are encoded to non-standard frame sizes, so encoding them for DVD usage will inevitably mean that then need to be resized before, or during, transcoding to MPEG2. Furthermore, Div-X is most often used for severely *squeezing* films onto a very limited capacity CDR. This being the case, there are often very noticable compression artifacts. Bearing in mind that MPEG relies on a clean source for it's efficiency, you will always have difficulty achieving a clean result, free from artifacts, when you transcode a Div-X rip to MPEG2 - the MPEG2 encoder will have to work twice as hard as it would if it were encoding a clean source, because all those compression artifacts in the Div-X source actually gobble up bitrate in the MPEG2 encode, meaning that there's less to distribute for the *intended* picture details. Nevertheless, what you are trying to do IS a practical possibility, so don't be disheartened. Whether it is actually worth going to all the time and effort of creating a DVD from a Div-X source, when you will only end up with a mediocre result, is for you to decide yourself. Personally, I would be much more inclined to work from a cleaner (i.e. not Div-X) source. I assume you have a collection of Div-X films which you wish to play on a standalone DVD player?? If you still wish to persevere, please explain, as I asked at the top of this post, what exact problems you are experiencing, and i will try to help you out. Arky ;o)