The article theorizes that augmenting traditional humanities course work with documentary video-making can enhance and motivate learning. The English class profiled focused on aging and the lives of elders in an adult daycare center and a retirement community. Students documented elders' stories in video over 15 weeks. The instructor's goal was to use the immediacy of video to challenge and dismantle ageist stereotypes. Documentary video-making is a simple, and enticing, technology that gives students a powerful tool for getting to know elders. Scholarship on classroom uses of digital video-making is discussed, and critical comments from the five reflective essays students wrote during the semester are used to track changes in student perceptions of elders. (Contains 9 notes.)