This article explores the work of The Inside Film project. Inside Film works with a specific group of people (prisoners and ex-prisoners) in a particular set of circumstances (in prison or on parole) exploring how film making can be used within prison education or with people who have been to prison as a means of fostering a critical engagement with issues around class from a perspective more traditional academic subjects are unable or unwilling to take. It aims to demonstrate the complexities inherent in the conception of film as a radical pedagogic tool. Analysing prisons and imprisonment, it demonstrates that prison is the preferred solution to a whole plethora of social ills such as mental illness, drug and alcohol addiction, illiteracy, homelessness and unemployment that capitalism itself creates. The Inside Film project utilises a Marxist approach--insisting on the continuing exploitation of the working class. Considering popular culture within a particular strand of media (film) the project attempts to develop a language both analytical and adequate to understanding the social determinants that affect all our lives but whose impact and long term consequences are dependent upon the social class to which we belong. The short films made by those taking part in the project result in representations of working class life made by members of the working class who explore what it means to be working class in ways impossible for those from more privileged backgrounds. A bibliography is included.