If avisynth has a limit of 2Gb I don't know how mvtools2 by being x64 is going to bypass that... I think its a limit of avisynth by design. But the problem in your case is not mvtools, the trigger of the memory hog is the Dither tools in the Dither_merge16_8() line. I will have a look to see what can I do in the next few days. For the time being just remove the lsb_out/lsb_in arguments for over 720p sources: Code: