Adult educators often struggle with finding creative ways to help students understand adult learning theories and applications of those theories in professional practice. Media analysis of popular culture can uncomplicate this task by engaging learners in understanding concepts, principles or theories (Baumgartner & Merriam, 1999). The purpose of this paper is to analyze the film American History X through the lens of transformational learning and to offer suggestions for using the film in an instructional setting where learning concepts are explored. Results suggest that although transformational learning is clearly evidenced in the main character's change process, other learning theories also intersect within the transformative process to provide a richer understanding of how learning, reflection and subsequent change occurs. The final section of the article includes scene selections and discussion questions to use in HRD or related instructional settings.Understanding how and why adults learn is a core competency of human resource development (HRD) and adult education (AE) disciplines (Torraco, 2005;Yang, 2004). Although adult learning theory refers to a collection of several concepts and theories that explain how adults learn, it also describes a process that adults engage in long-term attitudinal, cognitive, and behavioral change (Merriam, Caffarella, & Baumgartner, 2007). Understanding and applying adult learning theories can be a challenging task, especially for HRD or AE students and practitioners that may not be as aware of implications of learning theory on instructional design, delivery, or assessment of adult education programs. Aside from reading about learning theory, a familiar and convenient way of exploring representations of learning concepts is through analyzing popular culture through different media forms. Media analysis is described here as conducting an in-depth study of a concept or theory found in a media form (e.g. books, films, graphic novels,