Ms. Mayer, a recently retired English language arts teacher, frequently used strategies described in John Golden's book "Reading in the Dark: Using Film as a Tool in the English Classroom." In this book, Golden suggests that ELA teachers "reverse the order: use a film clip to practice the reading and analytical skills that we want our students to have and "then" turn to the written text." Ms. Mayer agrees that if students can view and analyze popular film with facility, then perhaps honing these skills will help them read and analyze traditional texts. Therefore, in Ms. Mayer's English language arts elective class, popular culture texts were used to support students' reading skills. The author was intrigued with the ways that Ms. Mayer's high school students used popular culture texts in classroom contexts. She decided that an examination of classroom "literacy events," conversations centered on texts, such as popular culture, would provide a lens through which she could explore how students interact with popular film in academic settings. To examine classroom conversations centered on popular culture texts, the author observed Ms. Mayer's 21 students during the eleven days that they learned about film vocabulary. Observations were audiotaped and videotaped to document accurate conversations. These observations of students offered a glimpse of the processes they developed for reading popular culture texts. A description of three classroom literacy events that helped students learn to "read" popular films is provided. These literacy events demonstrate how students participated in traditional conversations centered on nontraditional texts. Similar to the skills necessary for reading printed texts, students learned vocabulary, noted specific details, and began to develop interpretations of images based on those concepts and details. (Contains 3 figures.)