Why study film for ideas about user interface design? Like user interface designers, the filmmakers' challenge is to engage us in a world of their making, while hiding the technical apparatus. They are masters at using pictures and sounds to communicate, entertain, and manipulate our feelings and sense of space and time. Film craft is divided into story, production values, camera/composition, and editing. Each has much to offer the user interface designer. This talk presents a selection of techniques relevant to time, off-screen space, and animation in user interfaces. Specific techniques are illustrated by juxtaposing video clips from films with clips from user interfaces. Bring your own popcorn.