I stumbled across some Mencoder constraints for 2 pass, I tried a feature length movie staying within the parameter limits and it successfully completed 2 passes. I will try another while at work today. Help me try this and let’s see if it works on everything or if I just got lucky on the first try.

Video bit rate: Do not exceed 1500 kbps
Audio encoding mp4: do not exceed 24kHz
Audio encoding h.264 do not exceed 48 kHz