Our article is based on a study of our integration of social foundations coursework with filmmaking and participatory action research, bringing teacher candidates and middle and high school students together. The project was carried out in partnership between an urban university and two nearby public schools within a Midwestern city known for high child poverty rates and weak academic outcomes. The project sought to stretch the imagination of teacher candidates in areas related to school reform and to provide opportunities for the youth in terms of inquiry and activism concerning their schools and neighborhoods. The article discusses the direction of the project over the semester and the challenges encountered in carrying out this work. Study findings suggest that the students valued the use of film and learning of research skills, as well as the coming together each week. Technology glitches precluded a final film product, compromising the extent to which project goals concerning activism in the area of educational and public policy were achieved. The study serves as careful reminder of the challenges in carrying out PAR and the need to frequently revisit questions about project intentions and direction. (Contains 1 figure.)