I've started playing with h.264 and encoding with x264 with megui and I like the results. I am playing it through a modded x-box runnng somewhat the latest XBMC (1/07). I've finally settled on the following with a resolution of 640 x XXX for playback without any dropped frames: --pass 2 --bitrate 976 --stats ".stats" --no-fast-pskip --bframes 1 --b-rdo --bime --direct auto --nf --no-cabac --subme 7 --analyse all --8x8dct --qpmin 18 --vbv-maxrate 25000 --qcomp 0.3 --me umh --threads auto --thread-input --progress --no-psnr --no-ssim --output "" "" My question is, what other options can I play with that will improve quality but not be more CPU intensive for playback. Will setting "number of b-frames" to 2 be harder on the playback CPU. I currently have it set to 1. When I set it to 2 b-frames, B-pyramids open up. What is this, will it help quality and most importantly, will my x-box be able to play it? Also, I don't have my x-box set to the hi-def mode, it's in standard def right now. Any suggestions appreciated. Thanks.