ABSTRACT: This article will look at the problems of showing a foreign film to foreign language students. It will then go over the means of using a film to develop proficiency and to motivate the students. The film used as an example is Jean Cocteau's La Belle et La Bete (Beauty and the Beast). The author selected this film because it can be used in courses on both the high school and college levels. A foreign film in any language can be substituted successfully using these guidelines to improve foreign language learning.