Well..with what I'm looking to do, I'll only be needing to pull about 1-6mbits/sec off the hard drive since the mpeg2 data doesn't get decompressed until it is in memory, and then from memory it gets served out as full uncompressed frames to the encoding machine....if this doesn't make sense, pay a trip to doom9.net, and read up on frame-serving...with special regard to things like avisynth...typically it's done within one machine, but since video encoding isn't impacted badly by high latency, it is possible to have one system do the decoding of the source material, and have another system take those decoded video frames, and then reencode them into a more suitable format, in my case, that would be taking mpeg2 data from my video capture card that has been saved on a hard disk, decoding it on demand in real-time (or faster) on one system (my trusty old p3 733), sending the data over an ethernet network to my shiney new p4 1.8, which can then focus all of its time on doing the mpeg-4 encoding...my problem was that my 100mbit ethernet simply couldn't send the uncompressed frames to my p4 fast enough for it all to be worth having the p4 focusing all of its time on encoding.....it was slightly faster having the p4 doing the mpeg2 decoding along with the mpeg-4 encoding....