I am using Mencoder command line in my application to automatically convert RealMedia (.rm) files to Flash (.flv). How come the Flash file becomes so huge after converting the RealMedia? The video and audio quality are just fine but the file bloat is crazy, like 3-8x's the size of the original. Even an 18Kb test file gets blown up to 94Kb. I have attached the output for that particular conversion, as it is very representative of the larger files I'm working with. This is my argument string: -of lavf -oac mp3lame -lameopts abr:br=56 -srate 22050 -ovc lavc -lavcopts vcodec=flv:vbitrate=300:mbd=2:mv0:trell:v4mv:cbp:last_pred=3 -vf scale=320:240 I am not trying to do anything funky here. These are pretty standard bitrates and file dimensions. I do not have this trouble with any other file formats. This is a big problem because I have to pay for storage and bandwidth use, so anything that converts UP is no good. At a minimum I would be happy with a theory as to why RM files do then when converted. But a fix would certainly make my day! Thanks for any insight. By the way, since this needs to be an automated processes I cannot use any client converter programs.