>>29264591
You should be able to get away with -r 24 since most mp4's are already stored around 30 fps anyway the -r 35 on your first pass isn't likely doing much and your eyes won't notice the ~20% drop in frame rate but your file size will

Also you can drop your audio from 64k to something like 32k or even 24k withouth much noticable drop in sound since we are probably more focused on visual here.
All of this will allow you to drop your -crf on your second pass a bit to maybe 30 or if your lucky 25 on your second pass