This paper describes the various barriers to comprehension that learners may encounter when viewing feature films in a second language. Two clusters of interfacing factors that may contribute to comprehension hot spots emerged from a quantitative analysis of problems noted in student logbooks. One cluster had a strong acoustic basis, whereas the other had a more cognitive or memory and attention basis. Acoustically-based misperceptions include the following: phonological misperception of consonant/vowel segments through addition/loss/substitution; misperception of proper nouns and foreign words and expressions; misperception based on loss, deletion, or substitution of entire syllables, especially if weakly stressed; faulty segmentation of word boundaries; phonological dialect or foreign accent difference; what the listener expects or does not expect the interlocutor to say; the listener's lack of information (or correct information) with respect to the topic under discussion; and the speaker's use of idiom or colloquialism. Among the suggestions for mitigating these barriers to understanding are pre-teaching foreign words, technical language, idioms, and colloquialisms; sensitizing learners to varieties of spoken English; encouraging the learners to reflect on what their assumptions are about the target film's genre and structure; and segmenting the film into scenes and then clustering and labeling the scenes according to learner generated analysis. (KFT)