Haven't used Popcorn that much so I have a few questions.

Is Popcorn upscaling(upconvert) a DVD to 720p? The software certainly implies that.

Is there a way to speed up encoding? I have a 2.0Ghz Intel Core Duo with 2GB memory iMac. Also, I have set the temporary storage to a different drive but it still seems really slow.

What is it you're having Popcorn do? What settings are you using? What is the source video?

I'm encoding a DVD.

Popcorn settings: H264, 1280x720, 24 fps, 2000kbps video, AAC-LC, 128kbps. Single pass.

Total encoding time: 10 hrs 20 mins.

The quality of this video is so-so.

I'm pretty sure you don't get any improvement by encoding at a higher resolution than the source. It just takes longer and forces the encoder to create pixels that don't exist in the original. Just use the default H264 setting with the possible exception of choosing the Video Option for Best Quality (2-pass encoding).

okay so it isn't upscaling then? the process of creating the extra pixels is upscaling, is it not? is this creation of extra pixels as good as some of the upscalers on the market?

how did you set the best quality to do a 2 pass encoding? my default is 5 passes which takes forever.

My mistake. The Best Quality says Multi-pass and not 2-pass.

My settings:
H264
640x480VGA
Frame Rate Current
Video Options: Best Quality

The audio setting is the same as yours.

So is your wide screen content letterboxed? Do you have an AppleTV and what does it look like? How long does it take to encode a 50 minute movie/show?

With my 2 Ghz G5 iMac it took 4-1/2 hours to encode a 15-minute clip that was 16:9 and is now letterboxed. It did look terrific on the Mac. I don't have an AppleTV. I also chose Standard Quality which is a 2-pass encoding and that took about one-fourth the time to encode and also looked very good.

If you go to the AppleTV forum at discussions.apple.com you may find posts where people are trying to retain the widescreen aspect ratio without letterboxing.