This presentation will show and discuss some results from a research study where I was following a group of fifth graders during a short filmmaking project in a Swedish elementary school classroom.The project was designed as an intervention in relation to the ordinary school schedule and it was aimed at making short movies with IPads on the theme of what a Dream-school could be. The project had two parts: the pupils were introduced to film practice by challenging tasks and then they were to produce a short movie. The methods for analysing the research material includes Foucault's (1977, 1990) thinking of power and resistance, Deleuze and Guattari's (2013) use of the concept affect, and some of the visual aspects will be discussed together with the concept of aesthetic attraction (Magnusson, 2017). Initially, questions were asked about what sort of film, and with what sort of visual expressions, the pupils would compose out of the theme? But during the project, the questions were widened and they also came to include an interest in the relationships between the pupils, their bodies, the school, and the visual medium? But also towards what was possible to say and do in relation to the task. The results show that matters of power and control in the relations between the children seemed more central than moviemaking. Thereby the project provided opportunities for change in the relations of power among the pupils and the visual medium played an interesting role in this.