This research study explored Master''s level counselor education students'' perceptions and experiences of being exposed to popular film clips for pedagogic purposes in the classroom. Participants'' descriptions of their experiences and perceptions indicated that students engage in a complex experiential meaning-making process as a result of exposure to and discussion of their film experiences. This experiential meaning-making process involves students making assessments regarding the level at which they will engage with the film experience, and includes personal reactions that surface for students. A constructivist grounded theory of student engagement with popular film clips used as a pedagogic tool is introduced, and professional implications and limitations for future research are also addressed.