The middle school years are a critical time in the physical, intellectual, and moral growth of young adolescents. This article examines how film can be used to engage students in moral-dilemma discussions to promote critical thinking and character development. The authors argue that the use of film in the classroom can challenge students to expand and analyze their own values and beliefs by examining moral dilemmas in popular films. In addition, the article provides readers with a filmography of useful character education-related films for the middle school classroom. The primary focus of this article is to provide teachers with an engaging and dynamic form of instruction to help middle school students become responsible citizens of character.