An encoding system encodes and decodes video data using an exposed area fill processor. A nonkey frame is encoded as a set of kinetic information relating segments of a reference frame to the nonkey frame and the nonkey frame is decoded from segments of at least one reference frame, the kinetic information and results of an exposed area fill process that estimates contents of the nonkey frame not already covered by the segments and the kinetic information. The exposed area fill results can be determined at the encoder and conveyed to the decoder or the decoder can determine the results independently. The encoded video data can include an indication of which of a plurality of fill schemes are used, or the decoder can determine the indication by itself. The exposed area fill information might include bounds of areas to be filled and/or pixel values of pixels therein.