Are you using Windows2000? When I switched to Win2K, I got pops with AudioGrabber and have been using EAC instead. That got rid of all pops.

I can't see getting that speed with MM unless you have the "Pocessing Level" at "Standard". I always had it running at "Very High" and I rarely got above 2.0x compared to my EAC's 7x (Audiograbber does less error correction and got 8x). (BTW: I bought MM so it is not running slow becuase it is the free version).

Quality (other than pops) is subjective. So maybe no one will ever notice the difference between "Very High" and "Standard". But if I was going to box my CD's up and put them in the attic, I would take the extra step just in case. For instance, I was perfectly happy with encoding at 160kps compared to 192kps (couldn't tell the difference with my samples) until I heard that one song that I COULD tell... so then I had to re-encode my entire mp3 collection with MM. It took months and months to get as far as I did with EAC in a few weeks.

Now, comparing the MM's 2x to the EAC's 7x is decieving because MM is also encoding. But I'd rather do it in 2 steps if I am ripping a lot of CD's. That way I can sit in front of my computer to feed it cd's and walk away (and sleep) during the encode.

EDIT: EAC is more like MM than Audiograbber. I do simply drop my CD in, hit "Cntl-G" to get the FreeDB data (which does a great job on compilations), and hit the "mp3" button. Your point about portables is a good one. I don't have a portable, but if I did - I'd be hurting for space.