This paper presents "popcorn story frames"--holistic outlines that facilitate comprehension when reading and writing stories, useful for outlining stories read and for creating outlines for original student stories--that are particularly useful for elementary and intermediate school students. "Popcorn" pops in a horizontal manner rather than in a rigid vertical pattern. Like popcorn, story frames approach the reading/writing process from a horizontal outline which tends to be a right-brain process. This approach to writing allows the learner to see the "whole" outline of a story from beginning to end in a simple diagram rather than in the traditional vertical outline format which is more left-brain oriented. This right-brain approach releases the left part of the brain to comprehend at higher levels of critical thinking, more quickly and with more ease. The paper includes: an overview of the into, through, and beyond stages of the popcorn story frame process; a very short story; a literature analysis worksheet and diagram; a story form analysis worksheet; a diagram to assist in mapping a short story; a story frame for ideas; a choose-your-own-adventure storyboard; a sample flow chart; a framework for a whole language integrated literacy curriculum; a story plan; a selection from the story "Arrow to the Sun" and an accompanying gameboard; and a list of 20 story frame resources. (RS)