This article details the work of third grade teacher, co-author Kim Heckart, as she engaged her students in making historical documentaries: a project that succeeded in reaching all of her third-grade students. For the last five years, Kim has required students to make historical documentaries. As her students produced these works, Kim conversed with them about responsible historical documentary making. For example, she explained to her students that they must use photographs from the time period (slavery, Civil War, and Reconstruction) in order to tell accurate stories of the past. Classmates, with diverse capabilities, talked amongst themselves about how best to tell the stories of slavery and African Americans' struggles with segregation after the Civil War. In the course of documentary production, gifted students, as well as those who struggled academically, read history books (historical fiction and non-fiction), wrote essays, composed scripts and, as a result, developed and refined reading and writing skills. Before and during documentary making, Kim had students practice historical thinking strategies, which included analyzing of images and written sources. Each student engaged in the process of "sourcing," as students evaluated the motivations or biases of the person who took a photo or wrote a document. Students compared documents and placed them within context of history of slavery and segregation. Kim modeled each strategy, and students practiced them in small groups. Six steps for making a documentary film with students are also discussed. (Contains 7 notes.)