Media Encoder creates lower bitrate H.264 than I select?

Hello All,

I'm new to Adobe (an Avid transplant- I will probably be seeking waaaay too much assistance, please bear with me, I search when possible...).

My first problem- I'm trying to make a 1080 H.264- I set Target bitrate to 8.5, Max to 9.

This results in a H.264 at about a 2.5 bitrate, and a file less than half the size expected.

The original is 1920x1080 AVCHD, I'm using 2-pass VBR, what am I doing wrong?

thanks!