O'Brien (2003), when redefining the competencies of struggling students, said it makes sense to provide opportunities for at-risk or struggling students to explore topics of interest including, but not limited to, inquiry into popular media. This use of popular media should be a welcomed addition of the use of technology to improve students' self-esteem and motivation. In this article, the author describes the use of Hollywood Film Clips in creating an advisory program to promote character development. Created by Michael Rhodes, an Emmy-award-winning producer with a real concern about the state of society, "Film Clips for Character Education" provides a series of DVD episodes from more than 50 popular films such as "Shrek," "Chariots of Fire," "Pay It Forward," "Bridge to Terabithia," "Antwone Fisher," and "Charlotte's Web." These high-interest films deal with various traits like sportsmanship, respect, loyalty, and honor, and issues like understanding bullies and facing peer pressure. These film clips appeal to students and come with very helpful study guides for teachers. (Contains 1 figure.)