Upon entering the social studies hallway in any middle or high school in the United States, you are likely to hear the sounds of a film or video emanating from at least one classroom. Though often perceived as a medium for low-level intellectual work, recent research has documented an increasing array of authentic and rigorous pedagogy with films. These instructional practices are as malleable as the medium of film itself; some teachers ask students to analyze the historical accuracy of a film while others use film as part of an elaborate simulation. Still others ask students to produce their own films in order to raise questions about controversial historical or public policy issues. In this article, the author focuses primarily on his research into how teachers teach with film in ways that go beyond using film as a direct representation of a historical or contemporary event or issue. He first makes the case for considering film as a medium for teaching using Fred Newmann's concept of thoughtful teaching. Then, he presents three cases of teachers working with film in order to identify the characteristics of thoughtful practice with film. He ends with a discussion of one of the major barriers to thoughtful teaching with film--the belief in the objectivity of non-fiction or documentary style films.