Thanks. Guess it's the length + grain. Movie was Sound of Music by the way. Exceptional transfer from 70mm film. Just upgraded from my 2007 MBP to a retina MPB. Encode was 4hrs 20min @ 16.8 fps avg - not too bad. God knows how long it would have taken on my old machine.
Well, if you think about it...if you take a grainy movie and tell HB to reproduce it with as close to source quality as possible, it's going to see every speck of grain as something in the movie and process the information from it. Lot's of grain, lots of information to process. There are options to smooth the grain to your liking, but you have to get the settings just right to not see artifacts of the smoothing process...and sometimes it's just not possible to get it artifact free.