All too often it is claimed that film and media are useful educational tools to motivate children to learn. I think this is a rather limited understanding of the role of media in children’s lives, literacies and learning. I have recently written an article which shares an account of a teacher valuing children's experiences of popular media in a classroom activity. I suggest that children are not simply enthused when their own cultures are valued in the classroom but more fundamentally that they are motivated because they can participate in (and are not excluded from) the learning that is constructed. Drawing on data from a recent media literacy research project, I demonstrate the necessity of including popular culture experiences in literacy teaching in order to ensure that children are able to articulate and develop key conceptual understandings. Furthermore, I suggest that interrogatory teaching strategies, including practical productions, are key to ensuring that children are able to make explicit, and then organise and develop their conceptual understandings of film and media language. I would be very interested to hear what others think of this work.