Tall talk, or exaggerated storytelling, has been popular in America for centuries. The tall tales which appeared in oral and written form during the nineteenth century have fascinated me since I was a child. Over the years, however, I have observed these characters being tempered from their original violent personas to become people that are more palatable with gentler twenty-first century ideals. I have discovered that the tall tales I grew up with are now being “told” in many different and unusual versions and that the original translations are being lost or discarded. Why is this happening? It appears that many of the American values of the nineteenth century no longer apply to the twenty-first century. It became my task to list these values and to discover how they apply to American tall tales, past and present. I decided to develop my own curriculum unit based upon the fact that many of my fifth grade students are first generation Hispanic immigrants. I thought it would be beneficial to compare their experiences as twenty-first century immigrants with the experiences of nineteenth century European immigrants. In addition, since many of the tall tales have been filmed, I decided to make that the basis for my curriculum unit. I will combine children’s literature with children’s videos on the same subjects. I want to show these books and films to my students and identify their American values. I also want to teach some aspects of filmmaking in the process. My strategy is to view and evaluate three types of films and to discuss the different ways these tall tale characters are portrayed in film, from cartoon characters to buffoons to dramatic actors. Over the course of nine weeks, students will be introduced to eight different nineteenth century tall tale characters. Other activities include the completion of a film questionnaire after viewing each film, development of a Venn Diagram using concentric circles, and teaching mapping skills based upon the origin of each tall tale. As a culminating writing project, the students will be given an opportunity to compose “modern” tall tales.