Odd H.264 Compression Phenomenon

Hello all,
I shot a music video on a Canon 7D and decided that I wanted the look of a 16mm camera rather than the clean look that the 7D delivers. I added some film grain in post to dirty up the footage (among other things). I exported the final music video as a 1280x720 23.976 ProRes 422(HQ) file. It came out to roughly 2.3 GB.
I am sending my final Apple Pro Res 422(HQ)file to Compressor to convert it to an H.264 for vimeo on the web. However, in this rare occurrence, the H.264 rendered out larger than the ProRes422(HQ) file at approximately 3GB total.
My conclusion is that the film grain is giving the H.264 codec a hard time to squeeze down into a manageable size.
Does anybody have any suggestions about how to get the file looking good, by simultaneously keeping the file under 1GB.
Thanks-
Chris

I edited in 1280x720 Apple ProRes(HQ) at 23.976fps. I know the (HQ) is not needed, but my own personal paranoia gets in the way sometimes (as far as having highest quality).
I decided to lower the resolution vs. the bit rate. Instead of delivering at 1280x720 I went to 640x360. It seems to be fine, but I'll have to tweak the grain intensity, because it disappeared slightly in the compression.
Thanks-
Chris

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Message was edited by: macguitarman

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ID                                                                                : 0 (0x0)
Complete name                                                  : /Users/sethchambers/Desktop/Ronnie Beirschmidt/Source/2014-04-23_08-24-22/AVCHD/BDMV/STREAM/00002.MTS
Format                                                                      : BDAV
Format/Info                                                            : Blu-ray Video
File size                                                                      : 16.4 MiB
Duration                                                                      : 12s 962ms
Overall bit rate mode                                        : Variable
Overall bit rate                                                  : 10.6 Mbps
Maximum Overall bit rate                              : 18.0 Mbps
Video
ID                                                                                : 4113 (0x1011)
Menu ID                                                                      : 1 (0x1)
Format                                                                      : AVC
Format/Info                                                            : Advanced Video Codec
Format profile                                                            : [email protected]
Format settings, CABAC                                        : Yes
Format settings, ReFrames                              : 2 frames
Format settings, GOP                                        : M=2, N=15
Codec ID                                                                      : 27
Duration                                                                      : 12s 946ms
Bit rate mode                                                            : Variable
Bit rate                                                                      : 9 917 Kbps
Maximum bit rate                                                  : 16.0 Mbps
Width                                                                      : 1 440 pixels
Height                                                                      : 1 080 pixels
Display aspect ratio                                        : 16:9
Frame rate                                                            : 29.970 fps
Color space                                                            : YUV
Chroma subsampling                                        : 4:2:0
Bit depth                                                                      : 8 bits
Scan type                                                                      : Interlaced
Scan order                                                            : Top Field First
Bits/(Pixel*Frame)                                                  : 0.213
Stream size                                                            : 15.3 MiB (93%)
Audio
ID                                                                                : 4352 (0x1100)
Menu ID                                                                      : 1 (0x1)
Format                                                                      : AC-3
Format/Info                                                            : Audio Coding 3
Mode extension                                                  : CM (complete main)
Format settings, Endianness                              : Big
Codec ID                                                                      : 129
Duration                                                                      : 13s 24ms
Bit rate mode                                                            : Constant
Bit rate                                                                      : 256 Kbps
Channel(s)                                                            : 2 channels
Channel positions                                                  : Front: L R
Sampling rate                                                            : 48.0 KHz
Bit depth                                                                      : 16 bits
Compression mode                                        : Lossy
Stream size                                                            : 407 KiB (2%)
Text
ID                                                                                : 4608 (0x1200)
Menu ID                                                                      : 1 (0x1)
Format                                                                      : PGS

OK, I am flummoxed. I just worked with out IT guy for about 40 minutes trying to narrow down the issue. So far, NOTHING is reliably reproducing the issue. Here's what we've done so far...
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