This presentation provides teachers of English as a Second Language (ESL) with an outline for a seven-session course entitled "Great American Films," which is designed to teach ESL students about cultural, universal, and personal values through the use of popular American films. The presentation contains: (1) a course syllabus; (2) suggestions on teaching methods and classroom techniques; (3) short reviews of five popular American films from the 1970s and 1980s; (4) student activities; and (5) student questionnaires. During the course students view one entire film, such as "The Wizard of Oz," and clips from other films that emphasize a particular value or cultural trait. Students discuss American films, values, their favorite films, and the instructional value of films. They also participate in word games and vocabulary exercises, read particular roles of characters that they have viewed, and complete several questionnaires. At the end of the course students are divided into small groups and produce their own "mini-movie," a short scene that emphasizes a particular value. (MDM)