This paper describes some of the theories of cinematography of Soviet film theorist and filmmaker Lev Kuleshov. It points out that for him, film was communication portraying people's activities emanating from the environment. It explains that he was especially interested in audience response, particularly that of the proletariat, and that he felt that the effect of montage on the audience is extraordinary. The paper then compares Kuleshov with other filmmakers such as Pudovkin, Eisenstein, Metz, Munsterberg, Bazin, Bergman, and Fellini. It also conjectures what he would think about color, 3-D, and wide-screen films. (TJ)