To stimulate students to learn through creative participation and to make literature a live experience, an experimental film making project was conducted with freshmen at Bimidji State College during the 1969-70 term. The first step was to introduce film-making to the students. This was accomplished through viewing and analyzing brief "experiential" films. The second step was to define guidelines that are applicable to both visual and verbal composition; during this step, the class learned that poetry depends upon sensations and ordinary observations of experiences. The film-making project of the class was an effort to merge poetry with the visual and the auditory. The third step of the experiment was the actual production of short films and a demonstration of the principles of composition. The class prepared the script from essays written by the students on poems discussed in class; they then edited the script, chose music and sound effects, and filmed the final product. It is through the process of evaluation and script writing that the relationship of the visual and verbal media is most apparent. (DB)