When students make movies, learning occurs! From idea conception to final editing, communication skills, creativity, critical thinking, and collaboration are utilized. Session participants experience the process, learning how movie-making develops essential skills in students of all ages. Become familiar with the basic process of developing a message, writing a script and storyboard, using images and special effects, performing voice-overs, and editing. Participants take home a curriculum-connected concept that can be implemented using freeware (Audacity, MovieMaker, and iMovie) and accessible hardware. Turn any classroom into a movie studio to develop potential, find passions, develop skills, and motivate learners!