Background: For too many youths, school has become a place for students to withstand and kill time until they can leave and learn about things that matter to them. Instead, schools should be inviting and exciting places to learn but also nurturing spaces where all students feel they belong. Drawing upon expanded definition of literacies that include play and making, this study examines how the maker literacies--media production where multimodal, digital, and artifact-based literacies converge--creates opportunities for youth to critically engage their favorite toys and media in school. While the preponderance of research on media literacy has focused on critical consumption of multimedia, research on play-based literacies has focused largely on early childhood (K-2) spaces. This article examines student engagement in the intersection of critical media production and play-based literacies for older youth, specifically play, toymaking, and filmmaking in classroom makerspaces. Purpose: The goal of the ongoing Literacy Playshop studies is to explore the meaning-making and participation that youth experience through production-oriented maker literacies (e.g., toy(re)making, filmmaking) in P-12 settings. Maker literacies enable students to critically respond to pervasive stereotypes in popular media by producing their own films by "toyhacking" or remaking physical features of toys that also enable revised character identities and alternative storylines. The research within this article aimed to understand how preservice and in-service teachers approach play-based media production as a participatory literacy for students in classroom makerspaces. Research Design: Using mediated discourse analysis, toy remaking and filmmaking is examined to unpack the tangles of meanings, bodies, and toys in the action texts and imaginary contexts of play. Researchers looked across three sites, including a third-grade classroom, a literacy methods course for preservice elementary teachers, and a methods course for secondary English/Language Arts preservice teachers, all of which implemented a curricular framework for play-based makerspaces. Using ethnographic methods, multimodal video analysis, and mediated discourse analysis, researchers compared critical media literacy strategies in these three sites. Data sources included: video data of students' toyhacking, hacked toys, student-created films centering toys, researcher fieldnotes, written reflections of preservice teachers, and interviews with the in-service teacher. Findings: Findings suggest student engagement was significantly increased through the collaborative digital film process, which often gave preservice and in-service teachers the chance to expand their conception of literacy. Teaching children and preservice teachers to engage in play-based literacies allowed participants to more actively participate in their own education, assisting them in creating their own media, responding critically, productively, and multimodally to a world filled with popular animated films, television, video games, and digital media texts. Conclusions: Overall, findings align with calls to reconceptualize and update literacy curricula across K-12 and teacher education programs to center student meaning-making, agency, and critical response. More research is needed to understand the intersections of participatory literacies, mass media, critical literacy, and social justice.