Adult educators often struggle with finding creative ways to help students understand adult learning theories and applications of those theories in professional practice. Media analysis of popular culture can uncomplicate this task by engaging learners in understanding concepts, principles or theories (Baumgartner & Merriam, 1999). The purpose of this paper is to analyze the film "American History X" through the lens of transformational learning and to offer suggestions for using the film in an instructional setting where learning concepts are explored. Results suggest that although transformational learning is clearly evidenced in the main character's change process, other learning theories also intersect within the transformative process to provide a richer understanding of how learning, reflection and subsequent change occurs. The final section of the article includes scene selections and discussion questions to use in HRD or related instructional settings. (Contains 1 figure and 3 tables.)