I ripped my mp3 collection at 128kbs about 11 or 12 years ago when space wasn't as cheap. Due to questionable sound quality on some of them, I plan on going back through my 1,500 ish cd's and re-ripping them. I have previously used CDex and loved it, because of the bitrate options, file naming and folder naming customization and automation, and the auto eject when finished. I'm wondering if there is anything better that can pull down and embed the cover art too. I'm willing to pay. What do you use on your windows machines?

iTunes because I'm lazy, but really, if you set it to VBR with a target of around 256kbps, I think it does about as well as anything.

I mean I'm no audiophile, but if it's at a decent bit rate (192kbps or higher), I've never been able to tell the difference between an mp3 ripped through iTunes and one done in some other, "better" software.

I use the registered (paid) dbPoweramp suite for ripping and file conversions, and it has access to album data, AccurateRip (which compares your rip of the disc to others in its database), and album art. I also used Exact Audio Copy (free) for a while, and I felt 'secure mode' on both of these handled scratched CDs really well. I always had to add album art afterward, but that was a while ago.

dbPoweramp's biggest failure was never making a Mac version of its software.

Using CyberLink Power2Go. Not sure if it does everything you want it to do, though.