Title: FitVid: High-Capacity Pixel-Level Video Prediction. Abstract: An agent that is capable of predicting what happens next can perform a variety of tasks through planning with no additional training. Furthermore, such an agent can internally represent the complex dynamics of the real-world and therefore can acquire a representation useful for a variety of visual perception tasks. This makes predicting the future frames of a video, conditioned on the observed past and potentially future actions, an interesting task which remains exceptionally challenging despite many recent advances. Existing video prediction models have shown promising results on simple narrow benchmarks but they generate low quality predictions on real-life datasets with more complicated dynamics or broader domain. There is a growing body of evidence that underfitting on the training data is one of the primary causes for the low quality predictions. In this paper, we argue that the inefficient use of parameters in the current video models is the main reason for underfitting. Therefore, we introduce a new architecture, named FitVid, which is capable of fitting the common benchmarks so well that it begins to suffer from overfitting -- while having similar parameter count as the current state-of-the-art models. We analyze the consequences of overfitting, illustrating how it can produce unexpected outcomes such as generating high quality output by repeating the training data, and how it can be mitigated using existing image augmentation techniques. As a result, FitVid outperforms the current state-of-the-art models across four different video prediction benchmarks on four different metrics. 