In this paper, I present a practical, grounded analysis of a first-year university English film class, with the goal to chronicle both the elements of instruction and what students thought about class activities. As instructor, I have tried to adopt a dialogic approach to develop academic proficiency, grounded in the oral interaction of wholeclass discussion that aims to have students think critically and express ideas in a creative, productive manner. I draw on reflective teacher journals and anonymous student surveys, to describe how I have taught the course during my career at Keio University. I begin by noting the films selected, and discuss such features as how the quizzes were enacted to ensure that everyone did the homework. I also note how discussion was organized to improve both language skills and discursive argumentation, and how written essays were assigned to extend classroom discussion. I conclude by noting that shared talk within a supportive environment stimulated critical thinking, suggesting new identifications with English and carrying broad implications for EFL pedagogy.