Tools for synching/working with audio

[nix0]

This is probably a newbie question, but as I seem to not found what I want from searching and looking through the guides, thought I'd post.

I'm wanting to use the english audio track from a VCD (NTSC 29.97fps 44.1KHz) to replace that of a German DIVX AVI (PAL 25fps 48KHz), and not really sure what tools/methods to use.

I can extract the MP2 audio from the VCD fine.
Was hoping Gordian Knot would convert the audio correctly (but seems to leave it at 44.1) - converted to xvid so to remove Qpel & GMC.

I was wondering what best methods there are to warp the audio to ensure it sync's correctly (did try using besweet to change ausio to 48kHz but it seemed to slow the speech down - guess I didn't do it right)

GSpot info:
Sliders 501.vcd.mpg
video codec: MPEG1_Payload framerate 29.970
Len: 00:43:58 , ~79,071 frms
Audio codec MPEG-1 Layer 2
44100Hz 224 kb/s total (2 chnls) CBR

5x01 Verloren im All.avi
video codec DivX 5.0 framrate 25.000
Len: 00:42:53, 64,332 frms
Audio Codec (MP3, ISO) MPEG-1 Layer 3
48000Hz 127 kb/s total (2 chnls) VBR

[tebasuna51]

I'm wanting to use the english audio track from a VCD (NTSC 29.97fps 44.1KHz) to replace that of a German DIVX AVI (PAL 25fps 48KHz), and not really sure what tools/methods to use.
If you want to make a new avi with the German DIVX video at 25 fps, and the english audio track from the VCD:

1) Forget the audio samplerate (44.1/48 KHz), the avi accept both.

2) Forget the video framerate (29,97/25 fps), the extracted mp2 from the VCD don't have video-framerate, only have a duration of 43:58.338 = 2638.338 sec. (if have same length than video).

3) You need a new audio with a duration of 42:53.280 = 2573.280 sec. If the credits at beginning/end are the same in both movies, you need to stretch the audio from 2638.338 to 2572.280. This can be done with audio editors (like Audition, ...)
or with Besweet-soundtouch

[nix0]

Further complications. If I compare both files in vdub, the number of frames is vastly different (for up to the title start) even though they are the same episode.

So do I essntially need to crop the longer avi so that the start and end scene is the same as the VCD and then squash the vcd audio so that its the same length in time as the now soundless AVI