With its visual attraction engaging effect, and wide appeal, film has become an increasingly popular content medium in the ELT classroom. This article reports on a study which investigated the use of film to enhance students' English at a university in Hong Kong. The study analyzed the students' opinions and behavioral patterns in the learning process in great depth and detail. Results of the analysis show that based on the students' past experience in general, films had helped to improve their listening and speaking skills, knowledge on authentic conversations including slang and idiomatic expressions, familiarity with foreign culture, and critical thinking skills. Five important factors in the course affecting the learning process were identified: the instructor, the students, choice of film, cultural differences, and film knowledge taught. Finally, the study shows that after taking the course, students perceived themselves to have made improvements in listening, critical thinking, presentation and discussion skills, as well as the knowledge on foreign culture.