Compression problem

[uber_n00b]

I seem to be having a lot of problems compressing a video recorded on FoD. I compressed a couple of other match videos with songs behind them and they run fine, but when I try to compress them (using 2 pass compression, with the audio on CD quailty, the video on multiple but rates, and the bit rate at 1064) there is a lot of lag when someon gets hit I am using WMEncoder.

What could I be doing wrong / what could I do to fix it?

Thanks