Motion compensation for video compression using a “flowfield” comprising a per-pixel field of motion vectors and confidence values. Flowfields can be quantized transform coded for compression motion compensation. Encoding-only flowfields match with one or more previous and subsequent frames to determine both modulation for resolution-enhancing layers, as well as sharp/soft filtering for an original image, a base layer, and for resolution-enhancing layers. Encoding-only flowfields can be used with various codec types by using the flowfield motion vector length and confidence to drive sharp/soft filters to improve efficiency via in-place noise reduction. Pixels may be displaced using encoding-only flowfields to nearby frames, and weighted for efficient noise reduction. Encoding-only flowfields are discarded after their use in encoding, and therefore do not require coded bits. Encoding-only flowfields can be applied to all frame types, including intra, predicted, forward flowfield-predicted “F” frames, and multiply-predicted “M” frame types, and improve intra coding efficiency.