Easy:
LAME + EAC (Exact Audio Copy).LAME is easily the best MP3 encoder out there (especially at 100\% VBR), and EAC is the best ripper (roughly equivalent to CD-Paranoia in Linux).
LAME is basically Blade (thich is essentially MP3 reference code, no enhancements included) with all sorts of extra perceptual audio enhancement techniques added on.
EAC is cool because it will get EXACT digital copies of the CD Audio, as opposed to some of the "faster" rippers or CD drives that tend to ignore the checksums on Audio CDs.
LAME: http://www.mp3dev.org/mp3/
EAC: http://www.exactaudiocopy.de/
BTW - EAC can use Blade, LAME, and Faurenhoffer DLL's as plugins. It also uses CDDB to look up CD info.