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thank you for the reply, If I recall I was shooting with auto off, ISO of 400 to 800 max. I did shoot in AV mode, and In the movie settings it was manual on.I tried every Fstop. now you can change Fstops mid recording.So I have not the slightest where am going wrong. again i may just be missing something simple, cause this camera is new to me, but when I say the noise was bad...I mean BAD. even my pocket HD cam did better in comparison.I am sure ISO setting was not the Issues here.any other settings you can suggest I shoot at and try? thanks!