So heres some screencaps comparing the encoders at work on Rad. In order to get exact frame matches, I used VirtualDubMod which outputed 720x480 size and i put them in 853x480 here

So heres the break down....the first picture in the sequence is CCE SP 2.7 2 pass VBR, the second picture is Procoder 3 2 pass VBR Mastering Quality, the third picture is TMPGEnc (newest version) 2 pass VBR with settings for quality, and the fourth is the source...no need to compare the first DVD since this will be better with any choice

I noticed CCE and Procoder came out nice but for some reason, it looks like TMPG didnt take my HD color correction 709->601 plugin, which is weird since I used the same script for all three encoders, you can tell in the Rad logo

Anyway tell me what you think, kinda leaning towards CCE with more passes