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This article explores the use of movies as valuable instructional tools. When students are engaged with the content through a medium they love, they learn better and retain more. Incorporating motion pictures as part of classroom instruction has been spurred by the endorsement of both of the major reading and language arts organizations in the United States. In a joint statement in 1996, the National Council of Teachers of English and the International Reading Association declared that "being literate in contemporary society means being active critical and creative users not only of print and spoken language but also of the visual language of film and television." A middle school film curriculum, "The Story of Movies," was unveiled by the Film Foundation in 2005 to educate students about the language of film and the preservation of motion picture classics. The Film Foundation also drafted National Film Study Standards for Middle Schools, emphasizing not only the language of film but also the historical and cultural contexts, production, and creative expression, audience response, and aesthetic values. This article includes a description of a motion picture study guides which include standards-based instructional strategies and connect movie content to the developmental dimensions of early adolescence. A list of five study guides obtainable online are also presented.