The purpose of this study was to investigate how Hispanic ESL/literacy learners used their socio-historical experiences and multimodal resources to mediate interpretation and representation of "Cinderella". Eighteen third-grade pupils "read" the video and re-created their understandings in pictures and sentences. The findings suggest that (a) "Cinderella" should be studied in ESL/literacy curricula as an object of social knowledge and critical analysis, (b) ESL/literacy teachers can use the self-reflective approach to facilitate a critical interpretation of popular cultural texts, and (c) reconceptualizing elementary ESL/literacy classrooms as semiotic spaces allows pupils to interpret videos with a wide range of multimodal resources, and in the process, become consumers and producers of systems of communications.