Good ol' Dr. Watson. He's there for a reason, but none of us ever want to see him. What kind of system are you using, and how much RAM do you have at your disposal? I ask this because Dr. Watson's nifty (and annoying) error message appears to signal either A)Not enough memory to finish the task -or- B)A faulty memory module. Usually a first pass with CCE won't give you any grief, since that first pass is really more or less the program planning how best to encode the stream offered to it. Once you set CCE up on multipass, the second pass is where you actually start working the stream under the guidelines you set with the program. Those are also the passes that are the most demanding on your system's resources. Any weaknesses your system has will definately be brought to light while under the burden of a program as demanding as CCE. (Or even ReMPEG2, come to think of it.) The problem can be made even worse if you attempt to continue using your system for other things while you're encoding. For this reason alone, it's best to set up CCE and let 'er rip while you're asleep -- and thereby not tempted to, say, log on real quick and check your Email, or try and get through one more level in Wolfenstein. Hope some of that helps you out!