Kelvin is a lightweight learned pre-encoder that sits in front of an unmodified libx264 encoder. It applies content-adaptive pixel adjustments, bounded at +/-1/255 per channel, so that the encoder allocates bits where they matter most perceptually, while emitting a standard H.264 bitstream compatible with every existing decoder, player, and CDN. On the seven-sequence 1080p UVG benchmark, Kelvin v1.0 achieves a mean BD-VMAF of -27.62% (7 of 7 wins) and BD-VMAF-NEG of -5.18% (6 of 7 wins) relative to baseline libx264 at preset medium. On the 30-sequence MCL-JCV public set (28 unseen by training), the same checkpoint wins on 28 of 30 clips by BD-VMAF; with the two diagnosable failures removed the mean is -27.70% BD-VMAF and -5.37% BD-VMAF-NEG, consistent with UVG to within one percentage point. A central engineering challenge is the non-differentiability of H.264: we describe a hybrid codec proxy that combines a calibrated differentiable rate estimator (Spearman rho = 0.986 vs. real libx264 bits-per-pixel) with a U-Net distortion proxy trained on real encoder outputs. We publish full per-sequence rate-distortion data, a named failure-mode taxonomy on MCL-JCV (rate-floor violation, distribution shift, metric saturation), a five-baseline sanity panel (hqdn3d, unsharp, -tune psnr, -tune ssim, x265 medium), and honest positioning: x265 medium beats Kelvin on every metric on the same corpus. Kelvin is therefore designed for workloads where remaining on H.264 is a constraint rather than a choice.