Well.. a year and a half later, I gave up on MCE2k5, and installed XP Pro with MediaPortal. It's AWESOME. Uses any media player you want, so I can use Media Player Classic with ffdshow and CoreAVC, AC3Filter, and Overlay Mixer. I can play x264 at full NTSC resolution out the S-Video (in proper interlaced mode) with my lowly P3 1 GHz, 512MB, Radeon 7500 AGP, etc. HD is a bit out of the question, but all my SD stuff looks great on our 34" CRT SDTV! I also got one of nice little beasties to control everything with using my existing AV remote. Awesome. I still wonder though, are there any plugins for MCE that would allow viewing MPEG-4 containing AVIs, MKVs etc? I haven't looked in years! ~MiSfit