A collection of classroom and study-at-home exercises for learning English as a second language. Five films are included: The Karate Kid, Finding Forrester, Rain Man, Apollo 13, & Erin Brockovich. The exercises can be copied for distribution in classrooms on a non-commercial basis. The author created these exercises for use in his own classroom. Students enjoyed this method of studying and learning English. Each film includes vocabulary exercises, viewing and discussion questions, tests, and answers. Also, provided are instructions for teachers and students.